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Had a question on a couple of bits in the license agreement. Firstly:
Are you serious!? Basically, you guys could calls us up at any time and say "hey we want to come and snoop through your PC's" right? Does this apply even with the enterprise version? That's one of the braver license agreement clauses I've seen in a while...
I assume that using the property grid in a product we sell constitues 'commercial purposes', so does that mean that if we modify the source code we couldn't use it in our commercial product? I'm wondering if the intent of this clause is that you basically can't modify the source code then sell the source code (understandable) but the way it's worded it sounds like you can't use it in a commercial product if you modify it. |
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Hi Ed, Thanks for your post. Clause 2.6 Don't you just love lawyers? :-) That clause is pretty over the top, we don't go around searching through machines - never have and hopefully never will have to. It's simply more validating legal use of our products and provide the ability to check you are complying. I'll look to get that clause altered - I can understand the intent of the lawyers in putting it in (and we did argue many points of the license with them) but it does read a little extreme. It applies to all versions currently as the clause doesn't limit via edition (and given the intent, why would it?). Source code Generally our source code is offered for reference, not to alter the source and include in your products - many developers find it handy to see what's going on "under the covers" as it can help in debugging or if really pushing the limits of the control. We have engaged in selling the source code in a modifiable form for resale with several customers but it is done on a per customer basis as there are additional things that we cover off with them - it's a different type of relationship. I'd be happy to discuss this with you if you'd like - you can email me here: jd@mindscape.co.nz. Thanks for your feedback - we have altered the licensing agreement several times in the past to try and ensure it is not off putting to people so I do appreciate your comments. Feel free to email me if you would like to discuss any particular points in relation to your business. Kind regards, John-Daniel Trask |
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Thanks John. I assumed the "we can stop you in the street and demand papers" type clause was a lawyer add in, but it definitely is a bit much. Even if it's never enforced (or hopefully never will be) as it's written your company has access to our premises, PC's etc on 'reasonable notice'. Would you in good conscience grant any company that right in order to use their software? Imagine Bill gates knocking on your door wanting to poke around on your PC... I'm not quite sure I understand your source code comments though... Our company has no desire to sell a modified version of the source code, but I had assumed that it would be possible to adjust the source code then be able to distribute the product we will be using the property grid in with it reflecting any changes we'd made. Is that not the case? I'm talking compiled binary property grid end user type distribution, not source code for developers type distribution. If you'd rather email for this discussion I can, I just figured here the answers will be for everyone else to see. |
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Oh, just wanted to add that I appreciate the attitude. It's nice doing business with companies that actually listen to and respond to customer (or in this case potential customer) concerns. |
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Hi, any update on this? Is the 'we can search your premises' clause going to stay, or is it going to be revised? It looks like from a technical point of view the property grid meets our needs, just not from a legal one (yet). |
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Hi Ed, We're just trying to come up with a nice way of saying we still want some mechanism to enforce the license. We do need some recourse when something is not being managed correctly. We would rather avoid the Bill Gates situation of installing tracking software on your machine so we can check it remotely ;-) Happy to hear suggestions on this :-) What would it need to state for it to meet your legal requirements? Cheers, John-Daniel Trask |
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Hi John, The only thing it would need in order to meet our legal requirements is to not contain language that essentially says you can search our premises whenever you feel like it. I work from home, so you're basically asking me to agree to give you the right to search my home whenever you want to. Not even the police have that right. If
I were in your position I'd be asking your lawyer a few questions.
Firstly, what does he/she think you'll find on searching someones
premises/systems and equipment? More importantly, if someone is abusing
your license, what does your lawyer think you will find when you search
someones premises/systems and equipment AFTER you've given them
reasonable notice? It's like the police telling a potential suspect
"Hey, we'd like to come and have a look through your place. Does next
Tuesday work for you? We're going to be looking for incriminating
evidence". What do you think the cops will find next Tuesday? The
thing for me is that as I have every intention of abiding by the
license, I know you'll find nothing in my house. So you're asking me, a
license abiding customer, to grant you the completely pointless right
of searching my house knowing you're not going to find anything that
will show I don't comply. Clearly the clause is meant for people that
don't abide by the license, but as I explained above it's completely
pointless for them too. What are you going to find after giving
reasonable notice? What's reasonable notice anyway? Someone giving me
notice they want to search my house is never reasonable in my opinion,
does that mean you'd never be able to search my house? Also, we have all kinds of confidential
details relating to our business, our customers, etc on our premises,
on our equipment etc. There's just absolutely no way we could grant you
the right to look through that 'on reasonable notice' under any
circumstances. It's just not possible. How do you deal with that? I understand your goal, we deal with customers every day that would more than happily buy one license of our software then install it on 50 computers for 50 users. There's a fine line though between minimizing illegitimate use and turning away legitimate customers. You mentioned you were still trying to come up with a nice way of saying you still want some mechanisms to enforce the license... I just wanted to point out that the clause above doesn't give you that mechanisms. All it MAY do is give you some evidence to use in enforcement/legal proceedings, but the odds of that are fairly small. Bottom line
is, if I'm a crook that clause would never scare me away. As an
intended legitimate user though, it does. Counter productive, no? I'm not a lawyer, but here's some possibilities that may have the same effect as the existing clause (potentially nothing) 1. Upon reasonable notice the customer must furnish evidence of compliance with the mindscape software license Where 'evidence' could consist of numbers of developers using the software, names of the products the software is used in etc. 2. This license agreement can be terminated on evidence of breach. All rights granted to the user are void if the agreement is terminated. You'd have to have some evidence that someone was breaching the license before you'd want to search their premises anyway. So this way it just says that if you find someone cheating you guys, you void the license, then you're free to take legal action against them for using your software without a license. 3. Remove that clause entirely. I really don't think it helps you at all in dealing with customers that want to rip you off.
Anyway... my trial for your product runs out in a few days so I'd really like to get this organized. If you think it can be changed please let me know. I understand if for whatever reason you want to keep it there, but we'll have to find a different component.
Thanks
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Hi Ed, I'm going to stay away from the legal stuff, but just to let you know, if you need to extend the trial while you and JD resolve the licence issue, drop me a line on ivan @ the obvious domain and I'll arrange it for you. |
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Hi Ed, We've elected to remove the clause :-) I have attached the updated license in PDF form to this post. The new license should start appearing in the nightly builds of all our WPF controls in the next day or so. I hope this helps resolve the last issue you have as it would be great to have you as a customer - getting feedback on things is valuable to us and allows us to improve things for everyone :-) John-Daniel Trask |
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Hi John-Daniel, Thanks, that's awesome. I just thought of something else though (I can hear you groan...). There's me an another developer that would be using your product. I'm currently in the US, he's currently in the UK. Either one of us could be working from Australia anytime in the next while. I was planning on buying a site license (enterprise license) which would be more than 2 developer licenses, but includes source code. The license agreement says something like "the customer will not move the licenses from the premises...". Would a 'site license' cover us despite the different 'sites'? You have the grid and elements combo available for $499 and it says: " So would that license cover two developers regardless of their location? Sorry if I'm splitting hairs, but after just telling you how I intend to abide by the license agreement I want to make sure I do :). Cheers |
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Hi Ed, Sorry for the slow reply - I somehow missed it! You'll only need one license. I'll look to tweak the wording in our next licensing review (we're planning to do some work around the licensing for all our products in a few months). I appreciate that you're just wanting to ensure that you're doing the right thing :-) I hope that helps, John-Daniel Trask |
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Thanks John-Daniel. Just purchased :) |
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