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

Jim Wright jim.wright at oracle.com
Wed Sep 17 19:25:37 UTC 2014


Responses inline.

 Regards,
  Jim

On Sep 17, 2014, at 11:56 AM, Engel Nyst <engel.nyst at gmail.com> wrote:

> 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.
> 

I'm not sure how you are reading that - it includes the documentation and the data in the definition of the licensed Software, and does not grant rights to non-submitted copyrighted works at all.  


>> (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.

I don't know how this could be read this way, and based on my discussions with other folks before even submitting it here, most of whom have not spoken up, I don't think think "most of the mailing list" can fairly be represented as having this misunderstanding.  Only the works in the Larger Works file get an additional patent license beyond that for the Software itself, but the copyright license permits derivative works broadly. 


> 
>> 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…)

Again, that's just not what it says.  The license grant specifically includes the right to create derivative works, and the parenthetical merely clarifies that this does not impliedly extend the patent grant to further modifications, which is both consistent with how other open source licenses are commonly construed and also consistent with the OSD, which is why none of the other lawyers here have questioned it.


> 
>> 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.

Your objection here and throughout the objections below seems premised on the idea that the ability to sublicense under other terms renders something not actually open source.  I do not agree, and having discussed this with lots of other lawyers, including many on the list here (none of whom, I note, raised this objection, either on the list or in our discussions), don't think there's much else to say on the matter.  The ability to sublicense a given work on other terms does not render either the license or the code distributed under it not open source or violate any requirement of the OSD.  


> 
> 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.
> 
> 
> -- 
> ~ "We like to think of our forums as a Free-Speech Zone. And freedom
> works best at the point of a bayonet." (Amazon, Inc.)




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