ERPNext website - license and copyright, trademark and logo comments

[Dale Scott]

Not sure if this post should be here or in the developer's forum....  I am coming to ERPNext from the perspective of a small group in a big company, where I need to explain legal aspects of using ERPNext to senior management and lawyers. To improve clarity of some legal issues and facilitate at least our use of ERPNext, I'd like to suggest two changes to the project documentation (i.e. project website), although at least the license and copyright statement should also be included in the code README (or some such file).

1. Make the first sub-menu on the project website under "Open Source" to be "License and Copyright". The page text can simply say the code is licensed under the terms of the GPL v3 (including any plug-ins that others may create for ERPNext), and that copyright is held by the contributors. This is different from what is currently implied, which is that copyright is by Web Notes. I submit that if a pull request has been accepted from anyone who isn't an employee of Web Notes (which I admit I haven't checked), then this is the current situation we face (that overall copyright is held by the contributors - Web Notes *and* non-employee contributors together). If this is not what has happened (or if this isn't what Web Notes desires), then there needs to be clarification.

If Web Notes intends to hold copyright for ERPNext and *also* accept pull requests from the community, then there will need to be a copyright assignment agreement by community developers before pull-requests can be accepted (which assigns the copyright for their code submissions to Web Notes).

2. Make the second sub-menu on the project website under "Open Source" to be "Trademark and Logo Policy". This clarifies rights over the use of the ERPNext name and logo (it would be nice by the way, if there were various versions and resolutions of the logo available to download). This tends to be more important to the community, so it's clear they have the right to make T-shirts, booth banners, support material for clients, etc. which incorporate the ERPNext name and logo. For Web Notes, the policy provides control over use to the benefit of the project as a whole, and provides the background to tell abusers stop abusing.


Please understand I'm not saying what's right or wrong, that's largely the decision of Web Notes - as it should be. It's just that big companies have formal processes that must be followed, which includes precisely understanding legal issues. If the legal issues are unclear, the bureauocracy may simply have to decide it cannot use ERPNext (or perhaps as likely, that it cannot come to a decision to use ERPNext - which is effectively the same thing).

As an example of what I'm trying to say, here is a README with License and Copyright section for the Achievo project, as well as a Trademark and Logo Policy for the Achievo project. The Achievo project uses the GPL v2, including all project artwork and documentation, while ERPNext uses the GPL v3 and appears to prefer a CreativeCommons license for documentation, but you'll get the idea. I have since abandoned Achievo in favor of ERPNext for essentially the same use case, but with much less work to do and with a platform that is up-to-date with current technology.

[Rushabh Mehta]

Dale, 

Thanks for raising these issues. We have not really thought through them. Though we have been discussing these issues quite frequently there is no real conclusion. We don't mind using a permissive license as long as the "ERPNext" name is maintained in the project. I personally like GPL, but in practice unless you are a big foundation there is nothing you can really do if someone violates the GPL and does not maintain the same license in the derivatives (or in pull requests as you point out).

I have not seen the CC BY license used in code (https://creativecommons.org/licenses/by/2.0/) do you think its a good idea?

The reason is that our goal is to maintain a lean organization and focus getting revenue from direct hosting on erpnext.com and creating tools for the partner ecosystem. We do not want to offer services directly which would require us to do a lot more hiring and consequently, the partner ecosystem can invest in the product because they know that we will not compete in the services domain. 

And as long as the erpnext name spreads organically, we will continue to get a fraction of the users to host with us at erpnext.com (similar to wordpress.com) - hence maintaining the name is a critical part of our strategy to survive as an organization.

Please let me know your thoughts.

best,

Rushabh

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[Dale Scott]

There are a number of issues at play here, including trying to make a living economically.  First, I am not a lawyer, and there are lots of grey areas around "meaningful" and the like, but the big picture is.that for large organization to participate in the community, they want a clear and specific understanding of the legal rules (as an aside, they also generally prefer a BSD/MIT/Apache-type license - simple fact). I also look at what the Drupal and WordPress communities a year ago to see what they were doing.

It really boils down to three things, copyright ownership, license, and trademark control.

1. Copyright is who "owns" the code, and can always decide what can be done with it, including re-licensing. If copyright of ERPNext is collectively held by the developers, for e.g. 99% owned by Web Notes employees and 0.05% owned by each of 20 outside submitters), then it could be logistically *difficult* to re-license the code. For example, Web Notes would *not* be able to provide an Apache/MIT/BSD license of the code to a commercial customer without first extracting/replacing all outside commits. If you want this, and there aren't too many outside commits, you could get all the committers to sign a copyright assignment agreement. If it's too late, re-licensing EPRNext may no longer be practical.

Also, the GPL cannot protect the ERPNext name. It is just a string in the code that can changed just like any other string (and then distribution controlled by the GPL). If you do stipulate you can't change the ERPNext name, then you can longer simply claim you are GPL (you are "GPL plus some stuff"), which then is more complicated to explain, especially for large organizations. And even though the GPL is interpreted to apply to plugin-ins, lots of people would prefer a different understanding, so you might as well just say so up front (it also seems to have come up earlier in the ERPNext forums).

Some projects prefer a CreativeCommons license for documentation, but if the ERPnext documentation (i.e. the Users Manual) becomes integrated with ERPNext, then it can be argued that the manual would fall under the GPL, so you might as well just claim the GPL for everything that is text (and also claim in the project documentation that you consider the GPL as also covering glyphs, icons, etc. in the user interface).  However, in my "SCC" project I am using the CC, I am building a back story and database for the fictitious SCC company that can be loaded into an ERP/EDMS system (for experimentation and demonstrations). In my case, I decided to release SCC documentation (e.g .mechanical drawings, electronics schematics, work instructions, etc.) and database contents (e.g. part numbers, serial numbers, customers, clients, jobs, etc.). It just depends on what you are trying to protect, and if there are other licenses involved.

2. License. The key here is that the license is granted by the copyright owners. If the copyright owners are ambiguous, the license is ambiguous. For best adoption, you have a choice of either GPL (v2 or v3) or BSD/MIT/Apache. I favor BSD, as more organizations can get involved, who would shy away from the GPL. This will grow recognition and maturity, and will lead to commercial service customers for Web Notes and partners (the sign-up business model model is an example).

3. Trademark. The only way to protect the ERPNext name since the code is under the GPL is to insist that forks of the code not in the community interest can *not* be called ERPNext, which is where trademark law comes in. Web Notes would typlically hold ownership of the "ERPNext" trademark (the word and its use and look), and have it registered. Then, allow for its fair use by the community with a Trademark and Logo Policy (which if you look at the one I referenced earlier, it's really just another license)


The business model Web Notes uses to monetize ERPNext is a separate issue, and how you chose to compete is your own decision. However, obviously how much effort you get back from the community will depend on how open you continue to be with them. What types of tools do you mean by "creating tools for the partner ecosystem." Are you thinking of technical tools (e.g. documentation for the framework and EPRNext API?, maybe the ability for partners to offer a "certified" version?), or are you thinking more along the line of sales leads and customers sharing?

Regards,
Dale

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[Rushabh Mehta]

Dale,

Thanks for the very educative discussion. I had no intentions putting this off the forum, so adding back to it.

I checked Wordpress again and it has a GPLv2 license (http://wordpress.org/about/license/) and I assume *lots* of large organizations extend Wordpress for internal and external tools and also build businesses on top of it. I don't know if they all contribute back their "modifications" but they do become GPL as well. Even Drupal is GPL.

I understand there are some legal issues around GPL and it could be annoying, but I don't think it really matters. Some other examples I can site are that of Darwin and KHTML. Both of these projects were taken over by Apple just because they were non-GPL (and turned into MacOS and Webkit. It turned out great for Apple but we don't know what happened to the original sponsors.

In terms of business and sustainability our role model is Wordpress - they get revenue from the fraction of users that host on wordpress.com and the rest are free to do what they like.

I think Wordpress clinches it for me. Our business is similar to Wordpress in the sense that we are a web platform like Wordpress but for internal use. Also if GPL "forces" some users to be more open about their "modifications" then it is worth the effort. I think GPL also helps in keeping away "predatory" organizations from taking over which is also a good thing.

But you are right about trademark. We will update the trademarks erpnext, wnframework and logo and also clarify who owns the copyright for pull requests. I think if we own the copyrights then we can change the license in the future. I think will start a post on this on developer forum.

Regarding Partner Tools. Since this is a very partner driven market - most organizations will go to a partner rather than do-it-yourself, I think arming partners with right tools will make a win-win. I also think this is a race to the bottom so if we succeed in making this model work then it will become a new "normal" for other such projects.

Thanks again for the discussion. Really appreciate you taking time to help us understand these issues.

best,

Rushabh

W: https://erpnext.com

T: @rushabh_mehta

On 15-Jul-2013, at 1:36 AM, "Dale Scott" <da...@dalescott.net> wrote:

Hi Rushabh, did you intentionally mean to take this conversation off the
list? (if you didn’t mean to, I’ll post my reply there as well)

1. The license - yes its ambiguous. The underlying framework is
licensed as MIT but ERPNext itself is still GPL.

The MIT license is compatible with the GPL, so there's no issue  (or
ambiguity) due to separate licenses. Even it could be argued that ERPNext is
a derived work of wnframework (which could be argued if ERPNext is
*extremely* tightly coupled with wnframework), a derived work of an
MIT-licensed work can be re-licensed under the GPL.

So far we have had minimal outside pull requests, so its still
controllable.

It's all in the details with legal stuff, so it's not the pull requests that
present an issue, it's the pull requests you've accepted. <wink>

2. GPL v/s BSD. The fact that large organizations may walk away
may or may not be true - Both Linux and MySQL are GPL licensed
and that did not stop them from growing.

I didn't mean to imply that the GPL stops projects from growing, the GPL is
simply a less permissive license than the BSD and will exclude some
potential users/developers on business needs that the BSD does not (while
the BSD generally excludes only on moral or philosophical grounds).
Organizations large enough to have in-house legal departments tend to be
cautious and react conservatively regarding issues that obligate, constrain
or impose liability on the organization. The GPL is often described as a
"viral" license in both technical and popular writing, which reinforces the
need to err on the side of caution in cases of uncertainty. If the GPL can't
be clearly justified by an organization's business model or strategy, then
it must be avoided (even if regrettably).

Also, for projects that use the GPL, the *type* of the project has a lot to
do with its adoption by large organizations. A business will have more of an
issue with the GPL when the project will be tightly integrated with existing
software systems or provide the foundation of a future system, and
especially if the project will be part of a business-critical process. GNU
Linux and MySQL are typically never really tightly integrated with other
code in an organization, which is one of the reasons they were so attractive
to business. GNU Linux is merely an OS with a POSIX-compatible interface for
application software, and MySQL is merely a data store with an SQL
interface. It would be difficult to argue convincingly that the software
applications a business develops internally are derived work of GNU Linux or
MySQL.

However, unless ERPNext is a fully stand-alone system (which is less likely
in a large organization), the code developed to interface ERPNext to an
existing CRM, DMS or other system will be considered a derived work of
ERPNext according to the terms of the GPL (even if the code isn't
distributed, which likely isn't as important as simply whether the license
applies or not). Of course, any super-system built on top of ERPNext is also
a derived work, which further constrains the organization.

My view is whether these
licenses are enforceable or not. From my limited I don't think GPL is
enforceable specially for a small project like ours, and once its big,
it does not really matter, because the project that has the biggest
community will win, whatever license.

Enforceability has both a theoretical and a pragmatic perspective.
Theoretically, the GPL is as enforceable as any other license, so long as
the license can be applied in the first place (which needs clear copyright
ownership and intent of the copyright holders). Pragmatically, a license is
only enforceable if you have the resources to do it (or can enlist the
support of an organization like the Software Freedom Law Center), so many
open source projects have a dual strategy using copyright law and a license
for code, and trademark law for the project name and logo.

In general (or at least what I have come to believe), open source projects
have found it more productive to use established and (reasonably) understood
copyright law coupled with the BSD or GPL license for their code, and
prevent others from claiming their fork is the true or better version by
using trademark law. Drupal and WordPress are relatively high-profile
projects that use this strategy.

Consider what would cause more harm to the ERPNext project, forcing all
forks to keep the ERPNext name regardless of features or quality, or forcing
a fork that you don't believe is acting in the best interests of your
project to use a different name and image, and build a new brand for itself.
Personally, I think the second approach is the more pragmatic, and the best
fit with the open source philosophy.

The FLOSS Weekly podcast has several interviews with project teams who have
had to deal with licensing issues that you might find interesting. Bob
Jacobsen had to regain control over model railroad controller software in
order to clear his name professionally (see http://twit.tv/floss117 and
http://en.wikipedia.org/wiki/Java_Model_Railroad_Interface), and Roberto
Rosario had to develop Mayan EDMS in a way that would permit GPL licensing
separate from working as an employee of the Porto Rico government and user
of the software, and also deal with an early fork that threatened the
project's future (see http://twit.tv/show/floss-weekly/253 and google for
background details).

I was thinking if code also could be licensed as Creative Commons BY,
where we can specify the BY as being a reference to ERPNext be kept
visible in the footer or something like that. What are you thoughts on
licensing the entire project as CC BY (not only the documentation)? I
really like the way the license has been worded - you can do what you
like as long as its attributed in the way we want it.
http://creativecommons.org/licenses/by/3.0/ - 

I think the application of CC licenses to software is not common, and
certainly not well understood. This makes adoption by organizations who are
concerned about licensing more difficult, and makes enforcement in general
more difficult (e.g. there are legal GPL/BSD precedents that can be
referenced, but I don't believe there are any for CC licenses applied to
software). I strongly recommend either a GPL or BSD-type license to keep
things as simple as possible, even though you may find the CC license
technically more attractive.

3. I think it should matter to the community how Web Notes plans to
commercialize the work. The community would want Web Notes to
continue building the app for the next few years at least and till that

time

it should be sustainable. Also if there is any conflict of interest

between their

business plans based on ERPNext it should be clear to them.

Your project plan (for the ERPNext project) and your business plan (for Web
Notes) are inter-related, and the community will certainly be interested in
how your business will likely affect theirs. Your business plan will take
priority (assuming financial goals take priority over altruism), and which
will need to take into account both your business plan as well as potential
partner business plans, so that you create an eco-system where everyone
benefits.

4. Partner Tools: Out goal is to build a web portal by which partners can

manage

multiple instances of ERPNext, upgrade, backup, restore + also manage

their

billing to their customers. We have not started this project yet, but we

think it

could be a good revenue stream for us - and its something that RedHat also

does.

Sounds like a good plan, but I wonder if you need to consider shorter-term
plans for financial returns first (to ensure the future of the project).

Dale

[Dale Scott]

Hi Rushabh, I'm glad to be of help. I spent a couple days last year researching the legal issues as well as how several high profile projects were dealing with them. I don't think all software should be open source, or that open source software should all use the GPL. The right answer will depend on the type of software being developed, the project team and their vision, the competition, and the potential users.

 

I understand there are some legal issues around GPL and it could be annoying, but I don't think it really matters. Some other examples I can site are that of Darwin and KHTML. Both of these projects were taken over by Apple just because they were non-GPL (and turned into MacOS and Webkit. It turned out great for Apple but we don't know what happened to the original sponsors.

 

Assuming you've released your software under an open source license, I don't think there is really anything you can do to prevent your project from being taken away from you - other than 1) staying ahead of the competition, and 2) making working with you always cheaper and easier than working separately.

 

Open source software a) encourages adoption by reducing the entry cost, and b) increases the size of the development team by including anyone facing the same problem and who would benefit from a common solution (and by "developers", I mean designers, coders, testers, documentation writers, etc.). In essense, an open source project shares the development cost amongst its community.

 

However, by releasing your software under an open source license you are also making it available to someone with a better marketing plan, better sales connections, or more compelling product vision than you, and who can fork your code and go their own way without you. With the GPL, you can legally compel forks to acknowledge their source and publish their changes, but it can't force them to share their revenue with you. That's the risk you take in return for the potential benefits of open source.

 

In terms of business and sustainability our role model is Wordpress - they get revenue from the fraction of users that host on wordpress.com and the rest are free to do what they like. I think Wordpress clinches it for me. Our business is similar to Wordpress in the sense that we are a web platform like Wordpress but for internal use. Also if GPL "forces" some users to be more open about their "modifications" then it is worth the effort. I think GPL also helps in keeping away "predatory" organizations from taking over which is also a good thing.

 

That's a good analogy, and the GPL (GPL v3) is probably the best license from the perspective of ERPNext being a end-user product.

 

But you are right about trademark. We will update the trademarks erpnext, wnframework and logo and also clarify who owns the copyright for pull requests. I think if we own the copyrights then we can change the license in the future. I think will start a post on this on developer forum.

 

You will need to have all contributors to date sign a copyright assignment agreement (unless they were employees of Web Notes who created ERPNext as a work for hire). The simplest solution is to google for examples and pick one used by a prominent project you trust has done their homework.

 

I reviewed the new CONTRIBUTING.md in the responsible branch. I would suggest you move the copyright section into README.md and use a new heading for the trademark information, this consolidates all the legal information in one place - README.md. I would use CONTRIBUTING.md to only explain what developers have to do to participate (e.g. sign a copyright assignment agreement before pull requests can be accepted - with details how, discuss new features in the forum before sending a pull request, follow the coding guidelines, etc.).

 

I encourage you to refrain from allowing copyright assertions to keep things simple. If you believe providing for individual copyright ownership is important enough, then it may be logistically simpler (and more pragmatic) to accept the general case and simply have copyright be jointly held by the developers. If you think Web Notes might take what they've learned from ERPNext and down the road create a new ERP system, that's a whole new code set and can have different rules (and you can always take the code written by Web Notes with you, and get copyright assignment for any big chunks someone else wrote you want to also take).

 

Regarding trademark ownership, it's fine for Web Notes to claim trademark ownership of ERPNext, but it doesn't help the community unless you also allow their use, and I encourage you to consider a Trademark and Logo Usage policy (see Drupal's for an example).

 

Finally, including a list of other open source projects - and their licenses - is always appreciated. Bootstrap gets mentioned in various places, but are there others? Making this information readily available means potential users aren't forced to hunt for it - and then research whether the code has been used legally.

 

Regarding Partner Tools. Since this is a very partner driven market - most organizations will go to a partner rather than do-it-yourself, I think arming partners with right tools will make a win-win. I also think this is a race to the bottom so if we succeed in making this model work then it will become a new "normal" for other such projects.

 

I think you may want to consider keeping hosting tools to yourself (for use by your own hosted service), and let the partner network deal with self-hosted implemenentation projects and with customizations for clients who self-host (perhaps you could also provide a hosting service for customized ERPNext installs). Partners would certainly be free to develop their own hosted services, but would have to do it on their own as they would be in direct competition with your commercial offering.

 

Finally, a service Web Notes could provide, one which could be crucial to ERPNext being a truly significant player in the global SME ERP market, is is to assist ERPNext users with system auditing and quality guarantees. It is my understanding that a public company will encounter significant resistance from their auditors to an ad hoc financial system, in particular one unfamilar to the auditors. Perhaps Web Notes could offer a "certification" process, where Web Notes would certify an ERPNext installation (including customizations, or perhaps with the partner certifying their own customizations). Does this make any sense?

 

 

Best regards,

Dale

 

[Rushabh Mehta]

Dale,

Thanks again for your patience and detailed reply.

My answers below:

On 16-Jul-2013, at 5:41 AM, Dale Scott <da...@dalescott.net> wrote:

Hi Rushabh, I'm glad to be of help. I spent a couple days last year researching the legal issues as well as how several high profile projects were dealing with them. I don't think all software should be open source, or that open source software should all use the GPL. The right answer will depend on the type of software being developed, the project team and their vision, the competition, and the potential users.

 

I understand there are some legal issues around GPL and it could be annoying, but I don't think it really matters. Some other examples I can site are that of Darwin and KHTML. Both of these projects were taken over by Apple just because they were non-GPL (and turned into MacOS and Webkit. It turned out great for Apple but we don't know what happened to the original sponsors.

 

Assuming you've released your software under an open source license, I don't think there is really anything you can do to prevent your project from being taken away from you - other than 1) staying ahead of the competition, and 2) making working with you always cheaper and easier than working separately.

 

Open source software a) encourages adoption by reducing the entry cost, and b) increases the size of the development team by including anyone facing the same problem and who would benefit from a common solution (and by "developers", I mean designers, coders, testers, documentation writers, etc.). In essense, an open source project shares the development cost amongst its community.

We completely believe and understand this and our attitude has by far been to help 3rd party developers on the forum. There are some documentation gaps that we are working fast to fill up. So far we have not received much in terms of donation (around $4000) or code commits but we have gotten great user feedback and users are volunteering to test development versions and other kind of help (similar to what you are doing!) and we are very happy to make this decision. 

 

However, by releasing your software under an open source license you are also making it available to someone with a better marketing plan, better sales connections, or more compelling product vision than you, and who can fork your code and go their own way without you. With the GPL, you can legally compel forks to acknowledge their source and publish their changes, but it can't force them to share their revenue with you. That's the risk you take in return for the potential benefits of open source. 

I agree but I think an organization that has proprietary IP in its DNA is not going to go after GPL code because they would like to seal their advantage by shipping it along with parts of proprietary code so at minimum they would want LGPL.

In terms of business and sustainability our role model is Wordpress - they get revenue from the fraction of users that host on wordpress.com and the rest are free to do what they like. I think Wordpress clinches it for me. Our business is similar to Wordpress in the sense that we are a web platform like Wordpress but for internal use. Also if GPL "forces" some users to be more open about their "modifications" then it is worth the effort. I think GPL also helps in keeping away "predatory" organizations from taking over which is also a good thing.

 

That's a good analogy, and the GPL (GPL v3) is probably the best license from the perspective of ERPNext being a end-user product.

 

But you are right about trademark. We will update the trademarks erpnext, wnframework and logo and also clarify who owns the copyright for pull requests. I think if we own the copyrights then we can change the license in the future. I think will start a post on this on developer forum.

 

You will need to have all contributors to date sign a copyright assignment agreement (unless they were employees of Web Notes who created ERPNext as a work for hire). The simplest solution is to google for examples and pick one used by a prominent project you trust has done their homework.

Thanks for the tip - we will create those pages on our website and since we are releasing a new version with a new logo, we would be creating a page for the logo as well.

 

I reviewed the new CONTRIBUTING.md in the responsible branch. I would suggest you move the copyright section into README.md and use a new heading for the trademark information, this consolidates all the legal information in one place - README.md. I would use CONTRIBUTING.md to only explain what developers have to do to participate (e.g. sign a copyright assignment agreement before pull requests can be accepted - with details how, discuss new features in the forum before sending a pull request, follow the coding guidelines, etc.).

Sure - will move this into the README.md

I encourage you to refrain from allowing copyright assertions to keep things simple. If you believe providing for individual copyright ownership is important enough, then it may be logistically simpler (and more pragmatic) to accept the general case and simply have copyright be jointly held by the developers. If you think Web Notes might take what they've learned from ERPNext and down the road create a new ERP system, that's a whole new code set and can have different rules (and you can always take the code written by Web Notes with you, and get copyright assignment for any big chunks someone else wrote you want to also take).

We don't plan on accepting Copyright assertions for normal bug fixes, but we had an internal discussion and we think anyone contributing significant features can keep the copyrights for their code. We looked at the Linux project and they allow contributors (of full code files) to keep that copyright.

 

Regarding trademark ownership, it's fine for Web Notes to claim trademark ownership of ERPNext, but it doesn't help the community unless you also allow their use, and I encourage you to consider a Trademark and Logo Usage policy (see Drupal's for an example).

Will make those pages.

 

Finally, including a list of other open source projects - and their licenses - is always appreciated. Bootstrap gets mentioned in various places, but are there others? Making this information readily available means potential users aren't forced to hunt for it - and then research whether the code has been used legally.

We have a full list of attributions if you go to Tools > Attributions:

https://github.com/webnotes/erpnext/blob/master/home/page/attributions/attributions.html

 

Regarding Partner Tools. Since this is a very partner driven market - most organizations will go to a partner rather than do-it-yourself, I think arming partners with right tools will make a win-win. I also think this is a race to the bottom so if we succeed in making this model work then it will become a new "normal" for other such projects.

 

I think you may want to consider keeping hosting tools to yourself (for use by your own hosted service), and let the partner network deal with self-hosted implemenentation projects and with customizations for clients who self-host (perhaps you could also provide a hosting service for customized ERPNext installs). Partners would certainly be free to develop their own hosted services, but would have to do it on their own as they would be in direct competition with your commercial offering. 

I think if the project gets popular parters will find ways to do their own hosted services and since we are developing these tools for ourselves, we can always monetize them for partners. Also we realize that many users will never come to us, because most small / medium businesses don't have time to implement their own ERPs (though we would like to change that). Most likely they will go via a partner thats how Sage, Microsoft, Quickbooks etc work. So in a way be empowering partners we think it might spread the word faster.

The advantage we will always have is the ownership of the erpnext.com domain that will ensure that some users will always come to us.

Finally, a service Web Notes could provide, one which could be crucial to ERPNext being a truly significant player in the global SME ERP market, is is to assist ERPNext users with system auditing and quality guarantees. It is my understanding that a public company will encounter significant resistance from their auditors to an ad hoc financial system, in particular one unfamilar to the auditors. Perhaps Web Notes could offer a "certification" process, where Web Notes would certify an ERPNext installation (including customizations, or perhaps with the partner certifying their own customizations). Does this make any sense?

We would love to help here, but our understanding of this requirement is limited. Is there any other service that does it, maybe we can learn from them.

best,

Rushabh

 

 

Best regards,

Dale

 

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[Rushabh Mehta]

Dale,

Have updated the latest README.md, let me know if its sufficient.

https://github.com/webnotes/erpnext/blob/master/README.md

Thanks!

best,

Rushabh

W: https://erpnext.com

T: @rushabh_mehta

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[Dale Scott]

Hi Rushabh, README.md looks great! 

I also took a look at the attributions page. While Linux and MySQL may be system requirements for ERPNext, they're not like Bootstrap and jQuery which are embedded as part of ERPNext and must have compatible licenses. Perhaps the list could have two sections, the first with projects that are part of ERPNext, and the second with system requirements and tools that are part of the development workflow tool chain.

Just a thought....

Regards,

Dale

[Rushabh Mehta]

Dale - thanks!

Raised an issue for the attributions since its likely to take some time.

https://github.com/webnotes/erpnext/issues/601

best,

Rushabh

W: https://erpnext.com

T: @rushabh_mehta

[fred blauer]

Hi Dale. maybe we can look at collaborating on Erpnext projects, since we are both in Canada, and should have similar localization requirements. Sorry, if I am getting off topic and maybe we can continue this somewhere else (like Linkedin).

Fred Blauer CA, CA.IT, CISA
http://openacct.ca
fr...@openacct.ca
514-667-1555

[Dale Scott]

> -----Original Message-----
> From: Bradley M. Kuhn [mailto:bk...@ebb.org]
> Sent: Tuesday, November 19, 2013 1:34 PM
...
> Dale Scott said in July:
> >>> 2. License. The key here is that the license is granted by the
> >>> copyright owners. If the copyright owners are ambiguous, the license
> >>> is ambiguous.
>

> While the first sentence is correct, I don't see how it leads to the conclusion in
> the second sentence.

The point I was trying to make was simpler than that. My thought was that, if it's not clear who the copyright holder is, then it's not clear who has authority to grant a license, and if that's not clear, then I can't see how a license can be understood to be valid (i.e. as if there was no license).

The overall point of my postings were to recommend "make the legal stuff simple and consistent and more *big business* will be able to participate". I'm generalizing about large organizations who care about rules, but more from a perspective of avoiding corporate liability than an understanding of FOSS and participating in the community.

However, this may not be a legally valid argument (I'm not a lawyer, and don't even play one on TV), so I'll bow to your experience Bradley.

Dale

[Rushabh Mehta]

Bradley,

Thanks for taking the time for looking into this project and your educative mail. Your campaign is very interesting and we would be very happy if you want to consider ERPNext.

Regarding the copyright issues - We are happy to change the problematic line (removed: https://github.com/webnotes/erpnext/commit/b340d06fe6b3cbc51e5f8cc6e06f73a1605d5765). The thought was that, incase we want to change the license in the future (to a more permissible one) or issue a commercial license for closed sourced development, it could be a useful. But as things stand we are not going in that direction and are happy with the GPL License. Our reference is again Wordpress which is licensed as GPL.

I have also changed the copyright as "Web Notes Technologies Pvt Ltd (Web Notes) and Contributors".

Also very happy to know that organizations like yours are there for protecting GPL violations. So far I don't think there has been a violation that warrants an escalation. Its just that most developers don't want to maintain public forks (just my understanding from the forum, where there are many questions asked, but no public fork shared). Either ways, we think its too early to even evaluate any action. As a first step, maybe we could make it a habit only to offer help on the forum if a public fork is shared.

Would also like to express our interest in participating in your project, if you find this codebase useful. If there is any other problem we will be happy to fix it. 

best,

Rushabh

W: https://erpnext.com
T: @rushabh_mehta

On 20-Nov-2013, at 2:03 am, Bradley M. Kuhn <bk...@ebb.org> wrote:

My employer recently started a project to build non-profit accounting
software for non-profit organizations (see
https://sfconservancy.org/campaign/ for details).  As a first phase of
this project, we're evaluating every Open Source and Free Software
accounting package we can find (see
http://npoacct.sfconservancy.org/ExistingProjects/ ).

Thus, while I note that this thread about ERPNext's copyright policy
ended back on July 17th, and my comments are coming very late, I only
looked in detail at this issue on last Friday, so I'm commenting on this
thread now.

My colleague and I were evaluating ERPNext, and we encountered this
policy found at:
    https://github.com/webnotes/erpnext#copyright-for-contributors
which reads:

Unless otherwise asserted in the code files, Web Notes will own the
copyright of all contributions too. That means Web Notes holds the
rights to change the license in the future or offer Commercial
Licenses.

This seems to me as if it's some sort of implicit CLA and/or ©AA, but a
unilateral statement of like this -- particularly one that doesn't
define what it means for something to be a "contribution" -- seems
unlikely to automatically "cause" someone to *assign* their copyrights
merely by failing to put a copyright notice on a file.  I'd suspect this
doesn't hold up under legal analysis.

I'd like to point out that this policy is problematic not only because
it may not be valid under copyright rules in most countries, but also
because the policy that it seeks to implement is IMO problematic for
various reasons.

The key issue is that it treats the community as unequal under the GPL.
The GPL is valuable because it creates equal rights for all in the
codebase.  However, if Web Notes reserves the rights to have more power
over the codebase than everyone else by reserving the right to
proprietary relicense, that policy creates community inequity.

Moreover, if Web Notes does fix the policy such that copyright
assignment for most contributions does become mandatory, any USA
501(c)(3) on-profit organization (like the one I work for) probably has
to avoid contributing upstream to the ERPNext codebase entirely, at
least for contributions where Web Notes makes copyright assignment
mandatory.

That's because a 501(c)(3) non-profit charity can't simply "give away"
assets like copyrights to a for-profit company, due to various rules by
the IRS in the USA.  Thus, it wouldn't be possible for potential
non-profit contributors like myself to contribute to the main codebase,
*even if* we wanted to give up our rights under GPL entirely (which we
don't want to do, in any event).

The options that leaves us is to fork ERPNext under GPL (which of course
we don't have the resources to do), or to look at other codebases that
we can participate in without copyright assignment.  We're likely to do
the latter at this point, but I wanted to raise this issue to (a)
possibly help clarify and correct this policy, and/or (b) to register
for the record that this policy was the reason we had to give up on
considering adoption of the ERPNext codebase.


Meanwhile, I noticed a few things in that thread back in July that I
thought it might be useful to comment on, also for the record.

Dale Scott said in July:

2. License. The key here is that the license is granted by the

copyright owners. If the copyright owners are ambiguous, the license
is ambiguous.

While the first sentence is correct, I don't see how it leads to the

conclusion in the second sentence.  I think the point Dale was perhaps
trying to make (which I *would* agree with) is that projects need to be
sure that all copyright holders have agreed to submit their changes
under the license of the project (in ERPNext's case, the GPL).
Ironically, the existing policy in README.md makes the situation *worse*
on this point (IMO), because that policy is tries to create a copyright
assignment agreement implicitly, based on ambiguous conditions.

Did you perhaps consider using something like Linux's DCO, wherein
developers add Signed-Off-By to their commits to indicate they have
permission to contribute the change under the license of the project?
That is a good way to deal with that ambiguity.

Meanwhile, on a semi-related issue, Rushabh wrote on July 13th:

I personally like GPL, but in practice unless you are a big foundation
there is nothing you can really do if someone violates the GPL and
does not maintain the same license in the derivatives

I truly don't understand what Rushabh's point here.  Consistently, for a
decade and a half, I've been involved with and/or in charge of more GPL
enforcement than any other person on the planet in history.  I've never
worked anywhere "big" -- indeed, I've worked only for tiny non-profit
organizations for most of my career.  Thus, Rushabh's point is
completely incongruent with my direct, practical (, and quite
substantial) experience with GPL enforcement.  It's true that GPL
enforcement requires work, and it's often quite boring and tedious work,
but it's also not very difficult, either.

I wonder, given Rushabh's comment: did ERPNext have a GPL violation that
was unresolved?  Is there anything I can do to help on that?
--
  -- bkuhn