Membase Licensing Concerns

Thanks for the feedback Jacob, I'll be passing that along to the right folks.

Perry

Thanks Jacob, I'll certainly take whatever you can share!

As for the licensing, we had a look at the existing EULA and couldn't find anything that refers to NorthScale being able to demand that you remove any installed copies of Membase. Can you point me to the specific sections that you are concerned with and what specific concerns you have? It's my job to try and make everyone happy ;-)

Thanks

Perry

Hi Perry,

First of all I am certainly not a lawyer. Nobody should consider the following discussion to be worth the electrons it is printed on as legal advice.

I am referring specifically to the following agreement:
[url]http://www.northscale.com/membase-beta-agreement.html[/url]

Section 3 notes the license is "revocable," Section 6 defines “Confidential Information” to include "the Software (excluding the Third Party Software)," and Section 10 states "Upon the expiration or termination of this Agreement [...] Customer will promptly provide NorthScale with all Confidential Information then in its possession or destroy all copies of such Confidential Information."

Additionally, since the license to use the software is one of the rights granted in the agreement, and "Upon the expiration or termination of this Agreement: (i) all rights granted to Customer under this Agreement will immediately cease," it seems to me NorthScale may revoke the agreement at any time, or at least demand any desired price for the "standard subscription agreement." A person using the NorthScale RPMs whose agreement was revoked or who does not like the price would need to at least stop using the software and depending on their interpretation, return the software to NorthScale or destroy the local copies.

While I am sure NorthScale is actually quite reasonable about such things, from a business standpoint, I would rather at least wait until the standard agreement and price structure for Membase are published. I hope this does not seem too harsh; I certainly believe NorthScale has every right to create any desired license agreement for their software.

Thanks,
-Jacob

Jacob, I moved these posts to their own thread so that we can continue the conversation. My ideal situation would be to have you (and everyone) use the NorthScale provided RPM's. I don't know that this is a reasonable expectation for all cases, but I'd like to do everything possible to make it so. Licensing "seems" to be one of those low-hanging fruits that I can try to make work for everyone. Your concerns are certainly valid and we are already moving down the path to make it more palatable and easier to understand.
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Here are some comments to your comments:

All companies make their commercial (including beta) licenses revocable. This allows them to revoke a license if customers don’t abide by the license agreement. I don’t think this is unreasonable or unclear. We, of course, would have no reason to revoke the license unless the customer was inappropriately using the software.

This is a fairly standard Confidential Information clause. Since you likely haven’t received any confidential information, you have absolutely nothing to worry about.

On the other hand, I agree that the clause is not written in a customer-friendly way and could be made to be less confusing for a non-lawyer. For example, a lawyer would say it is very clear that only confidential information about the Software is covered in the clause but it is easy for me to see that this is not clear to a suspicious, non-lawyer, software developer. We will get this written in a more user-friendly way for the next beta release.

Yes, but since you haven’t received any confidential information, there is nothing to turn over or destroy.

On the other hand, I agree this is onerous and unnecessary. I don’t know why we need to ask the typical user to return or destroy confidential information – they should just be held responsible for not disclosing it. The vast majority won’t even receive any anyway. If we’re working with a customer where they do receive crucial confidential info we should sign a broader non-disclosure anyway. We will have this fixed as well.

Yes, this is a beta agreement. We want the ability to tell people the beta program is over and the beta "licenses" are terminated. We would probably do this 30 – 60 days after GA. At this point, customers need to move to our free GA version of the software.

I agree, however, that since we haven’t told users that a free version will be available (or provided pricing for our paid versions) that a suspicious user would feel uncomfortable.

I suggest we provide you with the enterprise product descriptions and pricing as well as the license agreement (when available). Hopefully, this will allay your concerns and get you over to our version of beta.
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Jacob, you are being quite reasonable in your concerns and I just want to reiterate that I am trying to find a workable resolution for all (instead of arguing with you...which it might seem like ;-))

If you still have concerns I would love to explore them with you, and especially in as public a forum as possible for everyone else's benefit.

Thanks!

Perry

Hi Perry,

I appreciate the explanation. NorthScale seems like a really awesome group.

I agree it would help to see the enterprise product descriptions and prices. Basically, as we start to commit some developer resources to testing out Membase in our applications, we don't want to be stuck in a situation where we have to throw that away. In the mean time, having our own RPMs built from the source allows us to be sure we can stretch that out if necessary. Also, it has been a good experience to get familiar with the Membase code and project.

By the way, I think most of the headaches in packaging Membase will go away with RHEL6. You may have noticed the spec files I sent have a lot of autoconf compatibility fixups.

Thanks,
-Jacob