Sell dual licensed software with 3rd party contributions [closed]
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07-10-2020 - |
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I host a project on GitHub.
Right now it has a custom license (shareware) but I'm going to move to a dual license AGPLv3 + commercial license.
I would like to have some information about the commercial part of my software:
Lot of users send Pull Requests to my repository to implement new features or fix bugs. Right now I own the copyright and all the rights of these PR. But when I'll move to AGPLv3 or later everything will be under this License.
Does it mean that when I sell my software I will be able to sell with the commercial license only the parts written by me and I will not have rights for the parts written by users?
Solution
It is not uncommon in Open Source to have contributors agree to a contribution agreement which clarifies the copyright situation.
You can formulate it either in a way that the contributors keep their copyright, which means that a license change is practically impossible without the permission of every single contributor. Or you can formulate it in a way that they transfer their copyright to you, which allows you to publish it under a different license.
Templates for either kind of agreement can be generated on http://www.harmonyagreements.org/ (the agreement texts themselves are licensed under CC-BY 3.0)
Many open source contributors will not agree to waive their rights unless they get paid or have some other tangible advantage from the development of your project, because they will be fully aware that when they contribute for free to a project with dual-licensing, they are essentially free laborers working for someone else's profit.
You don't necessarily need such agreements when the license of your project is clear and you don't intend to change it, as it will be clear for everyone that these are the conditions under which your project works. You also don't need it when your project is under a non-copyleft FOSS license like BSD or MIT, because these allow relicensing under a proprietary license anyway.
But when you try to make a license change from a copyleft-license to a non-copyleft or a proprietary one without a contributor agreement from everyone, you are in legal limbo, as it is quite open to interpretation whether the contributors have transfered their copyright or not. A contributor might get the idea to sue for a share of the profits you make based on licensing their work under the new license. I am not a lawyer, so I can not estimate how likely it would be that they are successful. But no matter if they succeed or not, such a discourse will definitely not be positive for the reputation of your project.
OTHER TIPS
So there's a gross misunderstanding of copyright and license behind your question, and it's getting in the way of what I think you're asking.
Copyright belongs to the person who creates or invents something. It's their mark indicating that they created Foo. Keep in mind that Copyright can be automatically assigned to employers during the course of employment.
A License is what a Copyright owner uses in order to allow someone else to legally use the creation they (the Copyright owner) made. Grossly speaking, a licensee is someone who holds a license, and that license is nothing more than the terms and conditions the Copyright Owner specified in order to use the Copyright owner's creation.
So let's cut to the details of your question.
Lot of users send Pull Requests to my repository to implement new features or fix bugs. Right now I own the copyright and all the rights of these PR.
Unless you have signed, copyright assignment agreements in place, then you are mistaken. Contributors who have suggested modifications to the codebase own their own modifications unless they have explicitly assigned that right to you as the project owner. Maybe they have, maybe they haven't; you haven't provided enough information in your question to make it clear that they have assigned copyright. Again, if you don't have signed contributor agreements from the various contributors, you do not own the copyright to their code.
... But when I'll move to AGPLv3 or later everything will be under this License.
This is true, but is completely unrelated to the ownership of copyright.
Does it mean that when I sell my software I will be able to sell with the commercial license only the parts written by me and I will not have rights for the parts written by users?
You're likely / potentially going to have issues. I'm willing to venture that you do not have formal contributor agreements in place and therefore don't have ownership to the copyright of the external contributions to your project. Without those agreements, your claim to the code becomes murky.
If you do have agreements in place, then things are fairly straightforward. You own the copyright to the code and you can freely re-license as need be.
If you don't have agreements in place, then you're going to have to examine the shareware license you're using and how that affects re-licensing of the codebase. Some licenses (BSD, MIT) are exceptionally permissive and the re-license is not really an issue. Other licenses are more restrictive and you will not be able to relicense the contributed code because the existing shareware license doesn't support that.
