[License-review] ModelGo Zero License, Version 2.0

[Moming Duan]

Hi Carlo,

> On 24 Feb 2025, at 4:14 PM, Carlo Piana <carlo at piana.eu> wrote:
> 
> ^^^
> This is -- at least in some jurisdiction -- the operation of the law, not a grant. If you create a work based on someone else's copyright, the copyright in such new work is yours regardless whether you have received a proper permission. That means the the owner of the original work will not have more rights in your work than you have in yours. Both should receive the other owner's permission to perform any act reserved to the rightsholder. 2.2 creates a condition for this basic tenet of copyright law, but this is simply not something you can achieve by operation of a copyright grant. Even with a full contract you can only *transfer* the right, not make them be born in another subject, unless it's an employment work or another similar situation.
> ^^^

Thanks for your comments. I can partially understand your point, which I have previously seen in some copyright-related papers. MG0 included Clause 2.2 as a goodwill to clarify that the licensor will not claim any IP rights in derivatives, ensuring maximum freedom in reusing the work. I understand that copyright in derivatives may automatically belong to the downstream user if recognized by law. However, we aim to mitigate ambiguity caused by the possibility that the licensor could still claim IP rights in derivatives, especially when the user merely ensembles models by leveraging the original model’s embedded intelligence with insufficient human effort. To resolve such disputes, we regard Clause 2.2 as a voluntary abandonment of any claim to IP rights in derivatives (even though their copyrightability remains uncertain). 

From my personal experience in ML, model reuse and dependencies are more complex than in software, leading to many ambiguities in work ownership. For example, a user can take model-generated content and use it as a prompt for another model. If such behavior is considered creating derivatives, the original model licensor might argue that this reuse is insufficient to constitute independent ownership and may claim rights over the overall system. However, I am not a lawyer—this is just my personal perspective.

>> 
>> Also, I would strongly advise against using "term", which would imply a
>> time-based agreement of an unlimited duration, which in my jurisdiction, at
>> least, would imply that you can terminate it with reasonable notice. That is by
>> all means not compatible with the irrevocable right required for an Open Source
>> license. Conversely, the main effect of an Open Source (no hyphen, please)
>> license is the grant, which means, the transfer of a right, which is a one-off
>> action that is consummated at the time the consensus is given, once and
>> forever, subject to conditions. I strongly advise to remove Section 5.1.

Yes, I personally agree after checking with chatGPT. I guess my lawyer drafted this under Singapore law or mistakenly referenced proprietary licenses like Llama 3. I will ask my lawyer to remove Clause 5.1 and change the title of Section 5 to "Term and Termination”. Thanks again.


Best,
Moming
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