[License-review] ModelGo Zero License, Version 2.0

Fri Feb 21 18:47:21 UTC 2025

Hi License-review list,

Just to bring to your attention that Moming submitted three licenses, 
the Zero, BY and BY-OS licenses. They are asking for comments on at 
least the BY-OS version before going back for edits on the licenses, so 
just flagging it for you if you have time. the BY-OS version differs 
from the Zero version by the addition of sections 2.3 (ii) - (vi).

Pam

Pamela S. Chestek
Board Member
Open Source Initiative

On 2/20/2025 6:35 PM, Moming Duan wrote:
> Dear Pamela,
>
>
> Thanks for the previous feedback on the MG0 license! I’m especially 
> impressed by the heated discussion on open-source AI. I have gathered 
> some concerns, and some of MG0 clauses are likely not OSD-compliant. I 
> plan to resubmit it for amendment.  Before that, would it be possible 
> to open the discussion on MG-BY-OS? This is a variant ModelGo license 
> I submitted for OSI review. Since lawyers may charge per amendment 
> round, I’d like to collect all comments together to optimize costs. 
> Thanks!
>
>
> Best,
> Moming
>
>
>> On 15 Feb 2025, at 2:47 AM, Pamela Chestek <pamela at chesteklegal.com> 
>> wrote:
>>
>> Moming,
>>
>> The OSI is not likely to approve a license that has this particular 
>> use restriction. To understand why, I suggest you read this article: 
>> https://the.webm.ink/just-obey-the-law
>>
>> Although the OSI has approved licenses with jurisdictional clauses in 
>> the past, they are disfavored. Stating a specific jurisdiction is not 
>> a good idea (as you recognize), since neither of the parties may be 
>> in that jurisdiction, making it inconvenient for both parties.  
>> Trying to define it as tied to the licensor's place of business is 
>> problematic for the reasons Carlo described. Experience has shown 
>> that defining jurisdiction only causes more problems that it solves.
>>
>> I consider not only Annex A, but any annex, a problem. Your license 
>> allows a licensor to add unknown content to the license in the form 
>> of "annexes" ("'License' means the terms and conditions for use, 
>> reproduction and distribution as set out in [Sections 1 to 8 and *the 
>> annexes*] of this License"). The OSI will not approve licenses that 
>> are not self-contained because of the high likelihood that the added 
>> content will not comply with the OSD or OSAID. So the possibility of 
>> undefined "annexes" isn't acceptable.
>>
>> Further, in my opinion this Annex A is not acceptable. As I 
>> understand it, Annex A is meant to be redundant to what the text of 
>> the license says. If so, it is superfluous. However, its existence 
>> invites others to change an X to a check, or vice versa, changing the 
>> actual license itself to one that is non-free. For example someone 
>> could change the X to a check for "Use Restrictions (RAI) on Licensed 
>> Materials, Derivative Materials and Output" and nevertheless claim 
>> that their system is open source because they used the ModelGo Zero 
>> License. To be approved, licenses must be immutable. You have 
>> described the Annex as informative - it's perfectly fine to use as an 
>> educational or informational tool elsewhere, but it shouldn't be part 
>> of the license itself.
>>
>> I realize some of my comments seem to go against what lawyers who 
>> don't work in the field believe are good drafting practices. However, 
>> our standards are time-tested, with 20 years of analysis and review 
>> of these licenses to understand what makes them good or bad. We have 
>> also learned that these licenses have incredibly long lifespans, so 
>> it's very important to get them as right as possible. As Carlo also 
>> noted, this is the first candidate for an AI license, so we will be 
>> exceptionally careful in the review. I haven't looked at it carefully 
>> myself yet, but I expect that I will have more comments on the 
>> drafting once I have. I personally am rooting for you, I would be 
>> very happy to have an OSI-approved OSAID license, so I hope we can 
>> all collaborate to make this an acceptable license.
>>
>> Pam
>>
>> Pamela S. Chestek (in my personal capacity)
>> Chestek Legal
>> PLEASE NOTE OUR NEW MAILING ADDRESS
>> 4641 Post St.
>> Unit 4316
>> El Dorado Hills, CA 95762
>> +1 919-800-8033
>> pamela at chesteklegal.com
>> www.chesteklegal.com
>>
>> On 2/13/2025 10:50 PM, Moming Duan wrote:
>>> Hi Eric,
>>>
>>>> On 14 Feb 2025, at 10:56 AM, Eric Schultz <eric at wwahammy.com> wrote:
>>>>
>>>> To me, that implies that the usage of licensed works are dependent 
>>>> upon the usage being legal. That's not a requirement that an OSD 
>>>> compliant license can have; additionally, it's unnecessary, the 
>>>> state already enforces those rules, you don't need the license 
>>>> holder to do so as well.
>>>
>>> I am not a lawyer, but my intuition is that a license will be 
>>> ineffective or unenforceable if its terms do not comply with 
>>> applicable law.
>>> Regarding OSD compliance, I think 2.3(a)(i) is not a discrimination 
>>> clause against persons or groups, as every entity can be sued and 
>>> suspected of breaking the law.
>>> My lawyer also advised retaining this clause, as we do not intend 
>>> for the licensor to be liable for the illegal use of licensed materials.
>>> I failed to convince my lawyer to remove this clause because I 
>>> cannot identify who would be harmed by it, and its removal may 
>>> increase potential risks.
>>>
>>>
>>>> PS: While the Open Source AI definition says you don't have to 
>>>> include the source data to be an "Open Source AI", I would disagree 
>>>> with that conclusion. But that's my own two cents.
>>>
>>> My personal view is that open-source AI systems require open-source 
>>> datasets, but open-source models do not. I believe the scope of open 
>>> source should not extend to parts governed by another license or 
>>> applicable law, as such proliferation could cause inconsistencies 
>>> and conflicts in license terms.  As an open-source model, it should, 
>>> at a minimum, keep its parameters and architecture available and 
>>> should not prohibit any kind of use of its generated output, such as 
>>> reverse engineering or distillation.
>>>
>>>
>>> Best,
>>> Moming
>>>
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>>
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>
>
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