openerp-community team mailing list archive

[Raphael Valyi <rvalyi@xxxxxxxxx>]

On Mon, Jul 25, 2011 at 10:12 PM, Fabien Pinckaers <fp@xxxxxxxxxxx> wrote:

> Hello,
>
> We just follow the recommandation of the Free Software Foundation:
>  - http://www.gnu.org/licenses/gpl-faq.html#AssignCopyright
>
> Most of the good open source software publishers does this. As an
> example, here is the one of Canonical (Ubuntu):
>  - http://en.wikipedia.org/wiki/Canonical%27s_contributor_agreement
> Here is the one of FSF Europe and KDE:
>  - http://ev.kde.org/announcements/2008-08-22-fsfe-welcomes-fla.php
>
>
> In the future, we will follow the same guidelines as the others:
>  - when you develop a module, I think it's good that you keep the
>    copyright on your own module. So everyone apply the copyright and
>    license he wants to his own module. (but the license has to be
>    compatible with the AGPL)
>  - when you do a small merge proposals in the framework or an official
>    addons, I think it's better that you give the copyright to OpenERP.
>    If you don't want, we may refuse the merge proposal.
>

OK with that general principle. Note that the future could very well have
started 3 years ago...
Also, please consider the following: if, as a contributor I can select 2
alternative open source ERP's, I will probably select the one that will give
him me some guarantees about what will happen with the code I contribute. I
doubt, many here would loose their night contributing pubic domain
improvements say to Salesforce... Instead Tryton, for instance is properly
propagating patch authors in the commit messages and even in the file
headers in case of significant contribution. Something I would tend to find
fair.


> If we want to protect OpenERP in the future, it's very important that
> the copyright does not depends on several contributors that cian block
> any evolution.
>

This is YOUR point of view. Many authors hold Linux copyright and still, it
is skyrocketing. Yes, it couldn't be re-licensed from GPL2 to GPL3 because
of that. But it's still skyrocketing.
Our community point of view instead is that if OpenERP SA can decide to fork
OpenERP under any license they want in the future (kind of GPL provided
money today, may be proprietary tomorrow), we might see our own
contributions used in a new product doing us unfair competition because of
some pseudo legal advantage to OpenERP SA.

So what we need is a double commitment:
1) Contributors abandon some decision power to OpenERP SA
2) but OpenERP SA, on his side, make some strong contractual (not just
current sale terms) commitment to open source and I would even say: not
using our own work in some improved but locked SaaS product at any moment.



> Here are three examples we must be able to handle in the future:
>  - 2 years ago, we decided to change the licence of OpenERP from GPL to
>   AGPL to enforce the open source nature of OpenERP. If we did not had
>   the copyright on the code, any contributor may have blocked this
>   evolution.
>


Fabien,
Sorry, but this is plain wrong:
As one can see in the open source compatibility diagram
http://www.osbr.ca/ojs/february11/february11_daffara1.png
You can take any GPL software (what was OpenERP back to 2008) and start
adding it some AGPL work/libraries (OpenERP SA work after 2008) and this is
totally compatible provided the combined work (OpenERP after 2008) is
distributed under the AGPL license.
Suppose some (Axelor?) didn't like that move, well, they were free to
continue a fork that is solely GPL and doesn't use OpenERP SA work. And this
is exactly what Tryton is by the way.

So Fabien, this kind of licensing approximation makes me feel
extremely uncomfortable:
1) are your trying to lie to your community at this stage to justify your
moves?
2) or you really don't know the license you are using for your product?



>  - Suppose that in 5 years, we detect a legal issue with the AGPLv3 and
>   the FSF recommands to evolve to AGPL v4. We want to have the
>   possibility to do that without taking the risk that any contributor
>   blocks the situation.
>

There are too approaches:

1) you have no contributor agreement and the train has gone: you need to
stick to the AGPL license whatever happens. This is pretty much where Linux
is stuck. GPL2 has potential issues with patents for instance and still
Linux is unable to move to GPL3. Yeah, that is part of the game, the world
isn't perfect. Also, you don't see Linux and FreeBSD oscillating from BSD to
GPL license just because it's convenient at some point of the time. No, this
is sad, there are hermetic different worlds but this is the rule of the game
and by far this game is still much better than the proprietary one where one
is bound to the fate of the unique editor.

2) we come to some agreement: contributors agree to concede some decision
margin to OpenERP SA but within a limited scope. I think many if not all of
the contributors will agree in giving OpenERP SA the right to update to any
of the new version of the same license. We might not put all our faith into
Fabien Pinckaers own words, but we still have some good faith into the Free
Software Foundation.



>  - If someone infridge the AGPL licence of OpenERP, we need to
>   have sufficient rights to enforce licences in court.
>

Sure. Now excuse me but I think you are doing exactly the contrary today:
by unilaterally trying to change the license before even gaining significant
agreements from the involved third parties, you are making your business
full of legal holes.

When SAP or Oracle will feel threaten by OpenERP in a few years, you are
offering them big legal holes to attack you. Those guys will simply try to
exploit any single hole to stop us. Imagine some third party authors own or
owned a good deal of OpenERP core at the license change, well they can offer
them a ton of money to play against you and harm you.

Paranoia? Well do you think that when attacking Google on Android Oracle is
thinking: "arf, let it be, Google are cool kids after all. Android is very
cool, people like it, this is work contributed to the public welfare". They
don't, they just try to exploit any hole, they don't give a shit about the
public welfare.


>
> If you don't want to give your copyright for your small contributions,
> the FSF proposes also that you put your code in the public domain. It
> seems like a good alternative for me.
>

Again, I think we need a double commitment. Not just one from the
contributors.


> Please note that it does not change anything for you as everything is
> licenced under the AGPL v3 that guarantees you that you can use, modify
> and copy the code.
>

Not true for me. Like it or not, we are entering a world where locked cloud
can have a better efficiency than open source.
You can find GMail or Google Apps any defect you want, but there is one you
cannot oppose: no open source product is able to rival GMail or Google Apps
in term of feature/cost ratio for small businesses. Zimbra can be very cool,
for a 10 people companies it will cost you more per year.

Meaning that if you can federate investors behind such a locked ERP cloud
where those are sure to have a return for ever penny they invest (because
it's closed), then no open source will compete with that in an even wider
range of contexts.

We, contributor don't want our own work to be used against us in such a way
in the future and we need guarantees about that. With the new licensing
change, you are offering no protection other than words against that:
OpenERP SA will obviously not sale the exception to anyone trying to compete
with a locked SaaS. But depending on the context, OpenERP SA would then have
the legal right to do it for themselves and with an ever growing part of the
functional scope if no care is taken.

We have no problem with SaaS offers, but we think it should be fair play:
take the SaaS market if you are better at providing it, but release ALL the
code under AGPL, today and in the future. Don't try to set up artificial
barriers to make your offer competitive where you would not be otherwise.

A nightmare vision: OpenERP Enterprise becomes a Salesforce like where the
Enterprise version has significant advantages over the AGPL version. Then
any of us is forced to accept ANY condition form OpenERP SA to use the
Enterprise SaaS platform: prices, functional scope, policy...

I'm not saying you Fabien Pinckaers want that. I'm just saying: lot's of
investors will be happy to spend huge amount of money behind such model and
we need legal protection such a thing cannot happen, or at least won't
happen thanks to our own past and future work.
It's already clear that most of the 6.1 investments where directed to the
SaaS market (web-client, configuration...) instead of real integrations in
SMB's (would have required more addons clean up, accounting work, more
community ideas merges...). Today's SaaS codebase is still the same as the
AGPL one. Fine, but I think we need a string guarantee it will always
continue this way. We cannot put all our faith and engage our companies and
employees only behind words.


And sorry, but I have a few reason to be frightened:

A) you hired salesmen that had no better to do than spend their day trying
to screw the courageous initial contributors that made OpenERP what it is
today. Look at Spain, companies like Nan, Zikzak, Avanzosc, Pexego made all
the Spanish localization, one of the best in the world (and ask yourself why
this didn't happen in France, this is very interesting). Today, thanks to
them you are making some money in Spain. Instead of thanking them, you just
screwed them by throwing in front of them "gold partners" that don't even
have any single active consultant in Spain. You nearly did us the same here
in Brazil and we had to fight hard for this not to happen. Do you really
feel we can trust you now?

B) Again about those salesmen. I evaluate the "sustainable carrying
capacity" (potential of integration projects that work) of OpenERP in the
whole Latin America the same as it was in France back to 2008. Yes OpenERP
is better now, but on the other hand it has not been made to support
those accounting rules and other legal requirements, the support offered by
the core framework to those localization is crippled of issues that are
rising the entry barrier a lot. Back to 2008, you didn't have a single
salesmen full time to take care about the French market. Now we could
observe at least 3 salesmen for the Latin America market today, with a
similar carrying capacity. 3 might be good next year. But by 2011, sorry to
early. So I don't know what kind of speculative or bastard move you will
need to do to pay them. If I extrapolate this at the world level, I can
imagine a high cost that is not sustainable with today's carrying capacity.
What kind of move will you do to pay the bill?

C) a few month ago, you said on Twitter you don't double license OpenERP.
You deleted that tweet now (
http://twitter.com/#!/fpopenerp/status/73712952632545280 vs
http://www.qmuxs.com/version2beta/2011/a-new-openerp-product-and-license/ )
How much trust does such behavior deserve?
Will you ask Launchpad to remove your posts where you are now swearing
OpenERP will always keep open when than will be more convenient to you?


[...]


> To be more precise on 'strategic aspect' of the optional Private Use
> clause of OpenERP Enterprise:
>  - It's not a business model in it-self (I don't think we will sell
>    more OpenERP Enterprise due to this; we sell OpenERP Enterprise
>    because it's a great service not because of legal issues)
>  - But it's important so that OpenERP can be used by companies that
>    would never have used it without this clause. We have already 3
>    customers in this situation.  We prefer that they use OpenERP with
>    private modules (they don't contribute but they finance R&D of new
>    features) rather than they choose another software to use.
>


So you are basically telling us:
"you know, we actually have been so amateurish that we have 3 customers
violating the AGPL license, so we needed to do something about it. So that's
why we decided to screw all the community to please those 3 guys."
and IF what I heard was right, one of them is the one that started making
money in the emerging porn industry over a decade ago. Nice.

Honestly, the world might be full of rich companies ready to cheat on the
open source rules to gain some competitive advantage, you are never forced
to sale your soul to them. The waiting list is huge, you could very well
have taken the next one instead.

Also, there were technical ways to work around this and encapsulate their
trade secret in private modules already withing the AGPL: an OpenERP module
could very well call some private Python module doing some data processing
independent from the OpenObject framework and give the result back to
OpenERP; just like proprietary NVidia drivers work on a GPL Linux Kernel.
You could also encapsulate that in an other server you would hit from
OpenERP as a client. From the AGPL FAQ:
http://www.gnu.org/licenses/gpl-faq.html#AGPLv3ServerAsUser
"If some network client software is released under AGPLv3, does it have to
be able to provide source to the servers it interacts with?
->This should not be required in any typical server-client relationship
[...]"


So I mean, there were other ways to exceptionally hide trade secret when
needed. Code must also be provided, but not the data, lot's of business
logic can be encapsulated in the data itself too.

Finally you are telling us, it's mostly for 3 of your customers.
But why then is the "private module" exception cited as the #5 benefit of
the Enterprise edition for SMB's smaller than 10 people
http://www.openerp.com/node/856 ?
I mean all that doesn't sound very convincing...

IMHO, it would have been much better to just sell that exception quite
expensive to those that could pay for it, and separate it from the regular
Enterprise edition. How you can to sell an exception to CocaCola so Pepsi
doesn't benefit from all the development? Very well, how much do you think
you can sell that exception? A lot...

By selling instead the exception in rare and verifiable cases but expensive,
you could instead avoid friction with the community and even make enough
money to compensate the third party copyright holders. You could also make
sure they could eventually sell an exception for their own AGPL modules if
they wish instead of just get their license most probably violated the way
it is today (eg I buy and exception and don't read or don't want to read the
FAQ carefuly, so I use private modules along with AGPL community module
which is actually illegal).

May be some modules could get their exception or a portion of it sold at the
profit of an OpenERP foundation. Then you get your "how do you fund a
foundation?". I'm sure if you propose it, some contributors (me for
instance, and from what I read Stefan) will feel much more comfortable in
signing you agreements to re-license safely.

I mean in any case we didn't create that problem. OpenERP SA changed their
license twice in 3 years, so I think it's up to you to find the solution.

I think you work with OpenERP since enough years to know exactly who is
> OpenERP SA. To be clear, OpenERP SA is not just a commercial entity ! We
> proved since the past 7 years that OpenERP SA is one of the biggest
> defender of open source amongst the big open source publisher;
>  - we never developed any proprietary module
>  - we published every development we did under AGPL
>

Yeah, still, the shared funding modules where very borderline to say the
least.


>  - we moved to the most strict open source licence: AGPL
>  - we do not accept to have people that sell modules on OpenERP
>  - when someone developed commercial modules (like Outlook plugin of
>    Axelor, we invested ourself to redevelop the same features in open
>    source)
>  - we invested a lot to collaborate with the community members on
>    launchpad to manage bugs, merge proposals, etc.
> I don't think they are a lot of community members that can say YES to
> these 6 sentences.
>

Again, here for me it's like hearing Google defend themselves on Android
explaining to Oracle that Google is actually a cool company. You can be very
cool at OpenERP SA (hey we are too BTW), we still think we need contractual
 commitments certain things will not happen.


> In my opinion, licensing issues is not the right debate. The biggest
> risk for OpenERP in the future is not related to license or legal
> issues. The biggest risk for OpenERP is to not be able to compete with
> proprietary softwares in the future.
>

This is an issue indeed. May be OpenERP will not compete on the low end ERP
segment I don't know (still I was optimistic it would). Now, we need to make
sure OpenERP SA will never screw us all and focus on a locked SaaS model to
be competitive in that market.


> The world is evolving very quickly. Yesterday you needed to be a 3-tier
> application to be in the top. Today you need to be web oriented and
> tomorrow you will need to be mobile if you want to be used by customers.
> Yesterday an accounting software costed thousands of EUR and today you
> can buy some for a few dozens of euros.
>
> If OpenERP wants to survive against proprietary competitors, we need to
> evolve very quickly. If we don't we risk to be deprecated in a few years.
>

IMHO, for not being deprecated you better make sure you can offer a
code/framework quality that is say half way between current OpenERP and
Tryton. Otherwise yes, you will may be not clash with your current customer
base, but Tryton might take over and believe me, those who initially
invested their time and money on OpenERP would have preferred otherwise.


>
> In my opinion, the capacity of OpenERP to grow quickly is directly
> related to our capacity to generate revenues for the partners (new
> features, small improvements) and for OpenERP SA (useability, new
> revolutions like the web client or mobile one). These two actors are
> today's main contributors of OpenERP.
>

I Agree more or less:

   - When TinyERP had only a fraction of the money of Openbravo is was able
   to pass over it
   - Sorry to say that, but Tryton is in my opinion advancing faster than
   OpenERP on the sustainable set of feature (the ones that are well done
   enough), despite a fraction of the money
   - in many aspect OpenERP SA seems caring more about owning all the
   copyrights than being able to develop OpenERP efficiently. Expert mailing
   list are hardly consulted by OpenERP SA that now totally miss the
   integration experience, development like the new web-client have been
   started hidden in a new Launchpad project without even a blog post. As a
   result nobody from the community contributed yet, so yes, at the end you
   invested a lot of money you need to get back.
   - I have been taking to some of the few sustainable integrators recently
   and many of them told us they are planning to start moving to Tryton or at
   least stop selling OpenERP services (BTW we didn't took that decision yet
   and sold you an OPW last week). You might very well keep earning the one
   shot money of the new naive partners just like an Openbravo was doing in
   2008 already despite its totally immaturity for business and no third party
   success, I'm not sure this is the best way for OpenERP SA to generate long
   term revenues.


> Now, more seriously, I am a bit fed up of these public debates.
>

And how do you think we feel? Who started all that licensing
trouble unilaterally?

>
> OpenERP is a great project. The community is full of good people. Most
> of them are smart and motivated. Partners contribute a lot to the
> project and follow the open source rules. OpenERP SA is very engaged in
> the open source and invested a lot to help developing partners and the
> community.
>
> It's a very good and fun environment and we have the chance that it's
> our daily job. We should enjoy working together, we should collaborate
> and help each other to build something great that will kick asses to SAP
> and Microsoft. Instead of that, we waste time fighting against each others.
>

Be sure that we feel as frustrated as you are.


> I propose to keep things simple. You do what you prefer for your own code;
>  - you contribute to the core and accept to put in the public domain
>    or give your copyright agreement (following the FSFE one)
>  - or you do your improve in your own branch and we can not merge it
>    in the trunk in order to protect the future of OpenERP.
>

This is for the future and this is good if there is finally some contributor
agreement. Now I think you should also consider what happened last 3 years.

Also, please now think that many of us actually want to move that forward.
We certainly want to sign you agreements for the past and for the future.
Now, I think OpenERP SA has some margin to convince us to do so.

If you are promising us that you won't do evil. Well if that's so true, why
the hell don't you put that right into the new license exception? Do it, say
you won't bundle any private module in your SaaS (with some definition of a
generic SaaS offer then) right into the license exception and we sign you
that contributor agreement. I believe many others would sign then.

A project like OpenJDK has proven you don't need the agreement of 100% of
the contributors to re-license. In that case, I believe 5% of
the co-debase was mitigated and has been re-written (still it took 2 years).
So please just to some steps in the right direction, gain a signed agreement
of most of the involved parties and start re-writing the little that will
miss.
And don't make us responsible of that, OpenERP SA could very well have had a
contributor agreement since long ago or simply not take the initiative to
re-license, officially just because of 3 customers.

Okay, believe me the situation is just as annoying for us too. So I hope you
will start providing enough contractual guarantees about the SaaS and may be
make the exception only an additional option that is not something
uncontrolled so that contributors can start signing you contributor
agreements and everybody keep working altogether behind 6.1 and next
versions.


Regards.

-- 
Raphaël Valyi
Founder and consultant
+55 21 3010 9965
www.akretion.com