[License-review] Request for Approval of Universal Permissive License (UPL)

[Engel Nyst]

On 09/14/2014 01:30 PM, Jim Wright wrote:
> Ok, last round with any luck, here is a revision to the UPL

Let me understand this license at a full pass, review below.

> Subject to the condition set forth below, permission is hereby
> granted, free of charge and under any and all copyright rights in
> this software, associated documentation and/or data (collectively the
> "Software")

Thank you for addressing the concern on non-submitted software. However,
this way documentation and data still remain outside the clarification.
AFAICT, this concern remains: not every licensor may realize they give
rights to the entity they submit some works (under UPL with a larger
works file) to other non-submitted works.

> (b) any piece of software and/or hardware listed in the lrgrwrks.txt
> file if one is included with the Software (each a "Larger Work" to
> which the Software is contributed by such licensors),

Well, if I didn't know the discussion, I'd read this as saying that only
these works are allowed, not all derivative works, like most of the
mailing list has. I think your intention on this point doesn't really
match the text.

> create derivative works of (provided that this does not license
> additional patent claims beyond those covering the unmodified
> Software and Larger Works),

This says that it doesn't allow to create derivative works unless they
don't infringe additional patent claims, as noted on this list. It
breaks OSD 3 and 7, as worded. (I think the problem is that copyright
and patents are embedded in the same phrase...)

> distribute, and sublicense the Software and the Larger Work(s) on
> either these or other terms.

OSD 1, 3, 4. UPL can't be said to allow these rights, because according
to the text, it's *not* the whole license: all I need to do is to add
somewhere that it's 'really distributed under other terms', which don't
allow it.

An UPL library included in other works 'switches' its 'real' license
depending on the 'other terms' of those works... What if it's included
in a folder that has a license text L1, which is in another folder with
another license text L2, what is the 'real' license of the library? If I
simply copy it elsewhere, which license do I have to comply with? If I
download it from a ftp site, and only it (not other 'surrounding'
works), what license do I have to comply with?

I really don't get how would this work.

If this was BSD/MIT/AL2.0, then when I copy the work, I get
BSD/MIT/AL2.0 grant and conditions. I should exercise due diligence, but
that goes without saying, it still *has* to be true that I can count on
the license I receive with the work. For UPL, I have no idea.

Your interpretation on GPLv2 and permissive licenses shows you think
that the 'surrounding' works would 'automatically change' the license of
independent works in a hard sense, which isn't accurate. According to
that interpretation, you wrote and intend UPL to be like a chameleon
license. I'm supposed to be unable to tell what rights I get and what to
comply with.

OSD 5. No discrimination. UPL text delegates *the permissions being
granted* to the distributor, initial or subsequent, at the expense of
every other recipient, and to unknown other terms, which can forbid
every other party from getting these rights to the software. I don't
think this passes OSD 5.

OSD 6. Similar to 5.

OSD 7. "The rights attached to the software must apply to all whom the
program is distributed without the need for execution of an additional
license by those parties."

In my reading, the "distribute, sublicense on these or other terms"
breaks OSD 7: the rights apparently attached to the software do NOT flow
to all recipients to whom the program as-it-is is distributed, without
the need to rely on another license.

According to your explanation, you *want* rights to *not* flow to all
recipients, by design, regardless if the licensee bothers to make a
derivative work or not. You have hardwired in the text another license
for the original work in unmodified form. It can be arbitrary terms at
the first distribution place or at subsequent distribution places. All
one needs to do to subvert the rights apparently granted by UPL is to
change their terms of service on a site, and this was only the first
example that came to mind.

Lets say next week Github changes their terms of service, to say "you
agree that you are not allowed to copy, modify and distribute the
software hosted on this site". What is the effect for the permissions
granted by all open licensed projects hosted on it, millions of lines of
code?

My answer: none. I'd say it's ridiculous to think that what the licenses
say would be ripped off just like that by a distributor. They've been
granted irrevocably, to everyone receiving the licensed work.
(projects might move away, but that's not the question)

Replace Oracle as distributor and UPL as license. The change would wipe
the permissions apparently granted in the UPL text.

OSD 8. Not specific to a distribution.

Lets say Oracle adds a library under the UPL to Solaris. Do I have the
right to copy, modify and distribute the UPL library if I want to detach
it from Solaris? I don't quite understand if I get the rights from UPL
or from Solaris agreement. The effect of the UPL is, IIUC, intended to
be exactly distribution-dependent.

OSD 9 and 10. Similar with 5 and 6, I can't assess conformance, because
it depends on unknown terms.

> This license is subject to the following condition:

Well, I understand what you're trying to achieve, but if I look at it
from another perspective, this is actually contradicted by the
distribution and sublicensing under other arbitrary terms: the
permissions to every recipient of *this software* in source code form
are *not* granted to everyone subject to only this condition. They are
changed by external terms, intended to not give these permissions at all.

On a note related to this 'sublicensing', your interpretation of it, and
UPL text. I guess I could craft terms, which say that the permissions
grant in UPL for some software distributed from my site is hereby
revoked, and that applies retroactively to all recipients of the
software from me.


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