GNU General Public Licenses

Contract Teardown

Much of the software used on the internet today is released under open-source licenses. But how do you comply with those licenses as you use free software in your business and products? Attorney and former software engineer Matthew Nuzum walks us through the different open-source public licenses and shows contract drafters how to avoid getting legal notices of non-compliance.

Questions in this Episode:

  1. Who uses open-source software?
  2. When did open-source licensing start?
  3. What is the difference between GNU GPL, LGPL, and AGPL licenses?
  4. Why would you use dual-licensing?
  5. What licensing mistake did former President Trump’s social network make?

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Why Use Open-Source Software?

Companies use open-source software because it is faster, cheaper, and easier than designing all your software from scratch. 

Making a new app or any software-based product today takes a lot of work, time, and money. So most companies prefer to use some software written by other people that they can incorporate into their software. Sometimes the company buys that software. But sometimes, people generously make it available for no cost. And that free software is usually called open-source.

While a company like Instagram writes much of its own software, it must comply with the licensing agreements attached to the free, open-source software they use in their mobile app or elsewhere.

"In the news, we saw that Donald Trump's social network received a legal notice from an open-source software developer saying that they were not complying with the terms of the license."  Matthew Nuzum

For example, Instagram uses software called FFmpeg. Instagram complies with the license by telling you they are using the free software, why they are using it, and what to do if you want to use it. And they show you what license they are using it under, “This software uses libraries from the FFmpeg project under the LGPLv2.1: http://www.gnu.org/licenses/old-licenses/lgpl-2.1.html

How Open-Source Licensing Started

In the 1970s, before computers were mainstream, there was nowhere to buy computer programs. There were no computer stores, and the Internet would not be invented until 1983. And, there were no standard computers. People were building computers in their garages.

If you wanted to have a program on your computer, you would probably write it yourself. Some magazines even printed the code for programs for you to copy. You typed the code into your computer, hit the “Run” button, and hoped for the best. It rarely worked on the first try, but eventually, it did.

But what if you had a great idea for a program, wrote the code, and gave it away for free? And, what if someone typed your code into their computer and added a small amount of their code and sold that program for $100 million. How would you feel?

”Does Click To Tweet free? Probably not. -Matthew Nuzum on open source licenses #ContractTeardown” username=”team@lawinsider.com”]

In the early days, if you used shared software, you didn’t know what your rights were or whose fault it was if something went wrong. Open-source licensing began as a way to clarify what you can and can’t do with open-source software.

And there was a wide-ranging spectrum from the original coders. 

On the permissive end, some coders said you could do whatever you wanted with their code. If you make a million dollars, it is yours to keep. They just wanted the recognition and attribution that they wrote the code.

On the restrictive side, owners said they wrote the software to be free and wanted it to stay free. They didn’t want other programmers to be denied access.

Before using open-source software, it is essential to know precisely what legal obligations you are creating for your company. #ContractTeardown Click To Tweet

In these more restrictive licenses, they stated that you could use the software for free. But if you make changes or additions to the software, those changes must be free and accessible to everyone.

These were called viral Open-Source Licenses because if you mixed the open-source software with your software, the license “infected” your software, and you would have to make your software publicly available for free.

This type of license creates a massive problem for companies like Instagram. Yes, they would like to save time, money, and energy by using some open-source software. However, they do not want to make all their software available to everyone for free.

The Free Software Foundation’s Four Freedoms

The GNU General Public Licence is from the Free Software Foundation (FSF), a nonprofit organization founded in 1985 to promote the universal freedom to study, distribute, create, and modify computer software. Their ideology is that software should be open and available to everyone.

And many companies use open-source software and GNU GPL licenses. For example, WordPress releases their software under a GNU GPL and includes a copy of the license with every copy of WordPress.

The FSF was founded on the principle that every software user should have four freedoms:

The freedom to use the software for any purpose: This is the freedom to inspect the software, use it for educational purposes, sell it, or do whatever you want with it.

The freedom to change the software to suit your needs: If you don’t like the software, you have the freedom to change it, add to it, or modify it.

The freedom to share the software with your friends and neighbors: The FSF believes that software is meant to be shared, and you should be allowed to share it with anyone.

The freedom to share the changes you make: If you start with GNU GPL licensed software, you clearly can share your software product with anyone.

Software that embodies these four principles is labeled as “free” software. Free does not mean zero cost because you are permitted to sell the software. Free means open and accessible to the public.

Businesses Prefer the “Lesser” License

One of the first things you need to do when using FSF or other free software is to acknowledge its source. Your obligations from that point depend on which of the three GNU licenses you are using: the General Public License (GPL), the Lesser General Public License (LGPL), or the Affero General Public License (AGPL). While their acronyms all sound confusingly similar, they are very different in practice.

The FSF developed the lesser license (LGPL) as a compromise from the strict GPL. Ironically, the FSF encourages people not to use the lesser license because you don’t get all four freedom principles when releasing your software with an LGPL. 

“The LGPL is the most interesting license to commercial companies.” Matthew Nuzum

For example, Instagram uses open-source software to display images on its mobile app. If Instagram did not like part of the software, they could make a change but would then have to contribute those changes back to the FFmpeg community.

But, if Instagram doesn’t feel like sharing, they can make changes outside of the small sliver of free FFmpeg software. They would not be required to share those changes under the LGPL. So Instagram gets the best of both worlds. They get to use the open-source software freely without fully contaminating the rest of their software for licensing purposes.

The Internet Creates a Loophole and the AGPL Closes It

There is a problem with the GPL, even for those who like it. The GPL kicks in when you distribute software. It doesn’t matter if you distribute the source code or use it in an app that you share with the public 

But the internet allowed a great big loophole to appear.

If you download the software on your server, make changes, and then let others use your website – have you distributed the code?

For example, suppose you use WordPress on your website and make changes. People visit and use your site. While you may have violated the spirit of the four freedoms – you did not violate the GPL license  – because you did not distribute the code. 

And that is why the AGPL was created.

The AGPL closes that loophole. If you make a website based upon AGPL open-source software, then the AGPL license becomes active as soon as you make the software available for other people to use. You don’t have to distribute it like the GPL. It becomes active when people visit the site.

Some Companies Give Away Software While Others Sell It 

Many Fortune 500 companies make millions and billions of dollars by giving away software for free. Red Hat’s $3.5 billion annual revenue is based on their business model of providing open-source software to enterprise businesses. Their clients can download the source code and do what they want with it.

“A lot of companies benefit by having a ‘try-it-before-you-buy-it’ business model. They can let people use the software on their own servers without having to purchase it.” Matthew Nuzum

But other companies are in the business of selling software and not giving it away. They either sell the software directly to the consumer, or sell the services using the Software-as-a-Service (SaaS) model. And many of these companies have a try-it-before-you-buy-it system. They let consumers use the software on their own servers to see if they like it.

The problem is, how do you do that without getting tangled up in the software licensing issues?

The German company Metaways Infosystems GmbH came up with an elegant dual-license model system that encourages customers to buy Metaway software rather than choose the free AGPL option. Users can download the free software under the AGPL license, but when they do they contaminate their own software with open-source AGPL license requirements. Or, they can purchase the closed-license proprietary version of Metaway software  and keep their own software private and proprietary as well.

Trump Media Stumbles Over the Open-Source License

Creating a social network from scratch is a huge undertaking. For example, Twitter has been working on its amazing software for twelve years, and it is still not perfect. And starting a social network from scratch is really not feasible for many companies.

But the software community has created a few free tools that you can download and run your Twitter-like social-media network in just a few hours. To build their social network,  the Trump team used a free software called Mastodon that you download, install, and your social network is ready to go.

But apparently, the Trump team did not understand Mastodon’s AGPLv3 license.

If your attorney had looked at the software license first, they would tell you what needed to be done. First, acknowledge you are using Mastodon’s free AGPL licensed software. And if you make changes to the software, you need to share those back to the community by contributing it back to Mastodon or making it available to the public.

The Trump Media and Technology Group did not do that and was served with a 30-day notice to comply with the terms of the license or lose the ability to use the free software.

Contract Drafting Lessons when Using Open-Source Licenses

How do you use these clauses in your contracts as a drafter? 

If you have a background in intellectual property or technology licensing, this will be standard drafting for you. You will be familiar with the language even if you haven’t used open-source licensing in the past.

And with a quick Law Insider search, you can review dozens of examples of how other lawyers have done it.

But, if you don’t have the IP or technology background, it is probably worth talking to an IP lawyer to get clear guidance. You certainly want to avoid your client getting a cease and desist or a takedown notice. Open-source software is publicly available, but the licensing requirements apply to everyone from small businessmen to former presidents.

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Show Notes

THE CONTRACTS: GNU General Public License, Calrec Audio LTD End User License Agreement, Closed Distribution License Agreement, GNU Operating System License Explanations

THE GUEST: Matt is an accomplished business and technical leader, online instructor, and life-long learner. He’s working with businesses to manage legal and technology risk. He is an Iowa Business Lawyer and can be reached on LinkedIn.

THE HOST: Mike Whelan is the author of Lawyer Forward: Finding Your Place in the Future of Law and host of the Lawyer Forward community. Learn more about his work for attorneys at www.lawyerforward.com.

If you are interested in being a guest on Contract Teardown, please email us at community@lawinsider.com.

Transcript

Matthew Nuzum [00:00:00] And in the news, in this last week, we saw that Donald Trump’s new social network received a legal notice from an open source software developer saying that they were not complying with the terms of the open source license.

Intro Voice [00:00:13] Welcome to the contract teardown show from Law Insider, where legal experts tear down contracts from some of the most well-known companies and high profile executives around the world.

Mike Whelan [00:00:26] In this episode, Matt Nuzum, software developer turned lawyer, tears down the General Public License. Most Open-Source coders rely on this document to create new software and getting it wrong mainly and having your political social network taken down as a random, totally relevant example. So let’s tear it down.

Mike Whelan [00:00:46] Hey, everybody, welcome back to the contract down show from Law Insider. I’m Mike Whelen. The purpose in this show is exactly what it sounds like. We take contracts, we beat them up. We are occasionally nice, but most often mean because it’s funnier that way. Today I am with my smart buddy, Matt Nuzum. Matt, how are you today?

Matthew Nuzum [00:01:04]  I am great. Nice to talk to you.

Mike Whelan [00:01:06] It is good to talk to you, Matt. We are doing something weird today. I feel like like this show has become. Here’s the standard thing and every episode we’re doing a new weird thing. Hey, guys, today we’re doing a new, weird thing. We’ve we’ve seen some things in the news Matt has noticed, and we’re going to talk about some public licenses. We’re going actually through several documents. But let me give you an example. Real quick, this is the general public license, and we’re going to talk about iterations on this and application to a current drama situation. That’s super fun. So, Matt, before we dig into this thing, what is it? Give us the trailer version, the short version of what we’re looking at today.

Matthew Nuzum [00:01:43] Well, a lot of software that’s used on the internet and our computers and our phones is released under an open source license. And in the news in this last week, we saw the Donald Trump’s new social network received a legal notice from an open source software developer saying that they were not complying with the terms of the open source license. So I thought we could talk a little bit about what happened there and what these open source licenses do and how to stay compliant with them.

Mike Whelan [00:02:12] Cool. And before we do that, tell us about you, what’s your background? What brings you to documents like this and the kind of choices that these software companies are making sure?

Matthew Nuzum [00:02:21] Well, I’m a relatively new lawyer. I spent the first half of my career as a software developer working for some high tech startups and in some cases, open source software companies. So I’ve got about 20 years experience developing software and working with licenses like this.

Mike Whelan [00:02:37] Got it. So to make it easier for everybody else that’s watching. I’m going to ask you to do what you did for me earlier and explain this a little bit like I’m a child and what I’m going to do to sort of frame this is share something that you shared with me, which is Instagram’s reference to these public licenses and and sort of ask you in the software development process, what is the relationship between existing code and code that Instagram is creating? And sort of how does that lead into these different licenses that we’re going to talk about today?

Matthew Nuzum [00:03:12] Sure. Well, if you are making a new app or or any kind of software based product, it takes a lot of work. And so most companies now prefer to use some software that other people wrote, and they incorporate that into their own. And sometimes they buy that software and sometimes people generously make it free. And that free software is usually called Open-Source. When Instagram uses open source software in their mobile app, they have to comply with a licensing agreement. We see that right here. They’re using some software called FFmpeg, and they’re telling you, Hey, we’re using it, and this is why we’re using it. And this is what you can do if you want to use it.

Mike Whelan [00:03:58] Right. Yeah, I’m thinking about this, like if you want to create an Apple app, for example, you go on to their developer library and you’re going to use a bunch of stuff that already exists and sort of iterate on it. Or in my case, I have a WordPress website. I don’t start from zero coding a website. I am old enough that when I was in school, we did the zeros and ones like I legit coded stuff from zeros and ones when I was in elementary school. But now, you know, nothing’s really starting from scratch. And so there is this issue of the licenses and what you’re allowed to do, and we’ll we’ll talk about what all those are and then we’ll tie it back into what’s happening with former President Trump and his new social media platform. But let’s start here. Matt, I’m looking at the GNU General Public License. This one is coming from Toshiba product, it looks like. Tell me about this. The GPL what it is? Frame this issue out for me.

Matthew Nuzum [00:04:52] Sure. Now, if we can go back in time a bit in the 70s when computing was just starting to catch on, you couldn’t walk down the street and buy software and there was no internet. You can download software and to make matters worse, there was really no standard kind of computer people were building them in their garage. And so if you wanted to have a program on your computer, you would probably write the program. Now I’m old enough that I remember getting magazines that had programs in the magazine. And then what you would do is if you wanted to use the program, you would just type the program in and hit the run button. And then it never worked on the first try. But, you know, after some tinkering, they would finally finally work. The problem is, let’s say that you let’s say that you came up with a great idea and you put it in the magazine and some some person in their garage taped to your program into their computer and ran it. And then they use that. And then they made a million dollars or $100 million, and it was mostly based upon what you did. How would you feel about that? Yeah. And some people would say, Oh, that’s awesome, I’m so glad of your success, and some people would say, Well, you know, I kind of like a piece of that.

Mike Whelan [00:06:06] Or if Matthew Broderick accidentally launched a bunch of missiles, you’d also want to know whose fault that was. But yeah, that’s true.

Matthew Nuzum [00:06:15] So the. So when you use software that was just shared like that, you really didn’t know what your rights were or what you could and can do or who is at fault if somebody launched a nuclear warhead. And so, so open source licensing became a thing, and this was basically a way to just clarify what you can and can’t do with a license. And and I’ll just say that there’s a spectrum in on on either end, you’ve got some people who just said, do whatever you know, maybe just give us credit. That’s it. We don’t care if you make a million dollars, we don’t want it. But, you know, tell everybody that we helped. And those are very permissive licenses. And then on the other end of the spectrum, we see a more restrictive model, and this model basically says, you know, we want this software that we’ve developed to stay free. You can use it, but you can’t bottle it up and prevent other people from using it. And in fact, if you add to this software that we’ve made, then that also has to be free. So if you make any changes to it, you’ve got to share your changes. And those licenses are called viral open source licenses because any code that gets added to the open source code becomes kind of infected, which is kind of a negative sounding word, but contaminated or whatever with this open source license and then becomes open source. And that’s a problem for some companies because, you know, like Instagram, if you download the Instagram app, does Instagram want to make all of Instagram free? Well, no, probably not. And so that’s why it’s important to know what these licenses say.

Mike Whelan [00:07:57] Hey, everybody, I’m Mike Whelen. I hope you’re enjoying this episode of the contract teardown show. Real quick, I want to ask you to do me slash you really a quick favor. Look down below. You’ll see a discount code to join the Law Insider Premium subscription. When you do that, you get access to more content like this. You’ll see webinars daily tips on contract drafting. Not to mention access to the world’s largest database of sample contracts and clauses. It will help you write better contracts faster if you want to do it. Right now, there’s a code below, so get there. Also, if you’re part of a larger team, if you’re in-house or in a law firm, just email us we’re at sales@LawInsider.com. We’ll make sure you get a deal as well. Come join us in the community. The code is below. Let’s get back to the show.

Mike Whelan [00:08:43] RIght? So looking at the GPL, is this the sort of the first or an early iteration of trying to formalize the permissions that used to be? Let’s just toss it in a magazine.

Matthew Nuzum [00:08:55] Yeah, yeah. And and the GPL that’s in use today is version three. And so the it has changed over the years and it’s a it’s a very solid license and it very clearly says that if you’re going to use this open source software code, and let’s just let’s just put an angel, let’s use WordPress, for example, because WordPress is licensed under the GPL, the new public license. And so if you if you make a new product that has WordPress or any part of WordPress in it, then you’d have to say, by the way, we use WordPress in this code. And so you have to you have to just acknowledge that.

Mike Whelan [00:09:37] Got it. All right. So take me through what kind of permissions is the GPL allowing that got, you know, it looks like if I’m understanding correctly, this was an original license, the GPL, what were sort of the permissions that that was allowing that later got? I think you mentioned to me and preparing that there was a bit of a loophole in there and then they had to get the later iterations to sort of clean that up. Can you explain that to me?

Matthew Nuzum [00:10:02] Sure. Sure. So the the company that produced the GNU public license, a GPL, they are called a FSF, the Free Software Foundation. And it is not just the license. It is an ideological ideology and an ideology. They say all software should be free. And so they they they list for software freedom that you get. And I should probably just quotas. Mm-Hmm.

Mike Whelan [00:10:33] Yeah, and so this this these principles that you’re looking at, I’m just going to share this with the viewers. This is a quick guide to all. It’s a document by Brad Smith that sort of gives the foundations of this and what the principles are that GNU was using. But anyway, go ahead and talk, talk us through those. What are those principles that you mentioned?

Matthew Nuzum [00:10:52] Sure, there’s a four principles that are the foundations of the GPL and the Free Software Foundation, and that is that the freedom to use the software for any purpose. And so that means that you can take the software code and you can inspect it, use it for educational purposes, you can sell it, you can do whatever you want and then the freedom to change the software to suit your needs. So if you don’t like it, you can change it. And then you also have the freedom to share the software with your friends and neighbors. And so if you see something that you like now, this was a controversial thing that Bill Gates spoke out against in the early 80s. You know, if you are using software license and under this license, you are totally allowed to share it with people. And then also you get this fourth freedom, the freedom to share the changes that you make. And so if you decide to change it, in some cases, you might be in a legally gray area. But if you start with software that’s licensed under the GPL, you will clearly have the freedom to share your changes. And then they label software that has all four of these principles embodied as free software. And it’s not just free as in zero cost because you are permitted to sell it, it’s free that you can do whatever you want with it. Got it.

Mike Whelan [00:12:09] Got it. OK. So cool. So now route me back in and document. Take me to one of these. You gave us some sections from Law Insider. I’ve got one that I mentioned from Toshiba. I’ve got one from a wiki, from a company. My Akitio tell me, tell me about Route me back in a document. Tell me how these kinds of licenses work in practice in a document?

Matthew Nuzum [00:12:34] Sure. So one of the the fundamental concepts that you’re going to do with software that is that includes software from the Free Software Foundation to GPL based software is you’re going to, first of all, need to acknowledge that the that you’re using someone else’s software, then depending on which license you’re using. You have the GPL or the L or the lesser GPL or the GPL, then you need to follow some additional provisions. And how about we start with the GPL? This is the lesser general public license, and the Free Software Foundation encourages people not to use it, which is kind of interesting. The reason why is because you don’t get all of those four principles when you release your software is GPL. And yet it’s the one that is most interesting to commercial companies. Yeah. So Instagram is using software to display images, so part of the graphics that you see on Instagram. That part is done using free software. If Instagram didn’t like something that was going on, then they would have. If they wanted to make a change to that open source software, then their changes would become open source. They could contribute those back to the FFmpeg community. But if they make a change to software outside of that small component to the rest of their app, the rest of their app does not have to be open source. And so they get to use the open source software freely without it fully contaminating their code so their code can be licensed under a commercial license. And the freeing part the little sliver that gets added on can be licensed under open source license.

Mike Whelan [00:14:24] Got it! So you gave an example of a document from a company called Calorific Audio Lt’d, and they make reference to this LG P.L. in section two point four that will share with people the language that you know what you’re trying to accomplish if I’m the drafting attorney. The language that goes into a section like this is, is this language that’s provoked that I’m pulling from GNU or do I, as a drafter, have to figure out how do I phrase this in a way that protects my client? That makes clear what it is that we’re using this for? Right? I guess what I’m worried about a little. There is a lawyer like me going in, and I don’t know what the heck any of this stuff is. How do you, you know, maybe there’s a big picture question, but how do you incorporate that technical know how that’s required to write this in a protective way? And the legal know how to write that in a protective way. What kind of teams maybe would you build to try to write this kind of language? Or or is there just standards that you can pull from from GNU and similar similar kind of language?

Matthew Nuzum [00:15:27] Well, you know, the law insider product is actually pretty handy because you can do a search in law insider and you can see dozens of examples of other companies and how they’ve done it. That said, if you have a background in intellectual property or technology licensing, then this is going to be very standard stuff for you. You’re going to be familiar with the language, even if you haven’t used open source licensing in the work that you’ve done in the past. This is the this is a well written software agreement, so you’ll be able to figure this out. And if you do not have IP based background or a software licensing or technology licensing background, then it’s probably worth talking to a lawyer who has it just to get clear, because, you know, we’ll talk about in a moment here, I think what happened to Trump and you’d want to avoid that happening, which is getting a takedown notice or a cease and desist notice because of the improper use of the open source software.

Mike Whelan [00:16:26] Got it. So if I’m understanding correctly, there’s broadly some choices as to which kind of license you’re talking about. You get the GPL that you talked a bit about the law. And I know you wanted to move to what in your email, you referred to me as the fun one because all of this is fun. The GPL. Tell me about that jump and what what the AGPL does.

Matthew Nuzum [00:16:46] All right. So let me tell you the problem with the GPL that is seen in the eyes of people who love the GPL, and that is this the GPL kicks in when you distribute software, and it doesn’t matter if you distribute the source code or if you compile the code into an app and you share the app. If you distribute the source code, then the GPL becomes active. If you just download it to your computer and play around with it and you just say, Oh cool, cool thing and and don’t distribute it, well, you haven’t done anything that activates the other viral nature of the GPL. And so the internet really allowed a great big loophole to appear because if I write software and put it on my server. And and nobody actually downloaded the software then, have I distributed it? Some people would say yes, but a lot of people say no. So for example, if I use WordPress on my website and then I make some changes to WordPress, then just affect my website, then arguably I haven’t actually distributed my software. And so I don’t have to make my changes. Open source. And if you wanted to protect those four freedoms that we talked about before then you would say, Well, darn, you just violated the whole guideline. The principle behind our licensing agreement. And that’s why the AGPL was created, the AGPL. It’s more restrictive in that little loophole. If you make a website that is based upon a licensed open source software, then that license software. I’m sorry that a AGPL software license becomes active as soon as you make it available for other people to use.

Mike Whelan [00:18:37] Got it. Got it, and you gave us an example from a German company, Metway is of a document that incorporates some of this language. This closed distribution license agreement. Did you have anything to add about this particular document and how they use these sort of licenses and the choices they’re making?

Matthew Nuzum [00:18:57] Yes, now this company is very clever. Now there is. There is a good reason why commercial companies like the AG. Now let me just say this that there are major Fortune 500 companies who make a ton of money by giving software away for free. And I’ll just point to Red Hat as being a big example. Red Hat software developed software for enterprises, and they can give it away free. Anyone can go download the source code and do what they want with it. And so that’s how their business model works. A lot of companies, they make software for sale, either they give it to consumers or they sell it as a service. This SaaS promise, which is big these days, a lot of companies benefit by having a try it before you buy it system so that they can let people use the software on their own servers without having to buy it. Better ways. It’s something interesting. They have a do a dual license for their software so they can sell it as closed source proprietary software, or they can give it away for free as a GPL license software. Now, the beautiful thing is is that if anybody downloads the Open-Source free version, then it automatically contaminates their server and there and it is open source. And in addition to not being supported, that they give a great incentive for companies who do not want to release their own software, open source to skip the free version and instead go buy the enterprise version, which is obviously not going to be free. And so they they’ve done a dual license, and if you’ve written the software, you’re allowed to do that. You can say I’m going to give it away for free or sell it. And if you buy it, you get these extra features. And one feature could be a license that doesn’t that doesn’t attach to your change to changes that you make.

Mike Whelan [00:20:57] Got it. Well, I’ll tell you what, this can be overwhelming, obviously, for the lawyers who are watching this, who are doing the drafting, what we’re going to do is include a bunch of links in the post for this conversation over at LawInsider.com/resources. We’ve got examples of the different licenses and use the GNU pages where they describe the purpose in the licenses. But what I want to ask you to do is step out a little bit to this experience that maybe explain to us if I understand the story correctly. Former President Trump decided to create a new social media platform on the back of his complaint that social media platforms are against him or something. And so he’s created this new platform, and in doing that, did you know his team didn’t want to start from zero and codings that they used some previous code language? Did they use it correctly? Did they not? They’ve since gotten in trouble, and I guess my question to you would be who screwed up? Do you think is this is this a failure of the software team? Is this a failure of the legal team? How can you avoid this kind of screw up in in the drafting and in the decisions about what what software to use in a company?

Matthew Nuzum [00:22:04] Sure. So let me just tell you what happened here. Creating a social network from scratch is a big deal. You know, Twitter is a pretty amazing piece of software, and they’ve been working on that for a good 12 or 13 years now, and it’s still not perfect. So starting from scratch is really not feasible for a lot of companies. The software community has created a few tools that you can just download and run your own Twitter like social media network, you know, in a couple of hours, and that’s amazing and you don’t even have to pay for it. In this case, the software that Donald Trump’s team used is called Mastodon, and Mastodon is a turnkey system. You just download it, install it, and it’s ready to go. And it’s a beautiful thing. The the problem that they ran into and this is the problem that a lot of people in the world run into is they didn’t look carefully at the license and they didn’t understand what their requirements were for a license. This is why we have jobs, folks. This is why we, as lawyers get to do what we do, and it’s our job to kind of protect the people who are using free, open source software to make sure that they comply. If an attorney had looked at the software and inspected it, they would say, Our team, this is what we need to do. We need to, first of all, acknowledge that we’re using free software that is licensed under the law. We need to acknowledge that we’re using Mastodon. And then second of all, if we make changes to the software, then we need to make sure that our. Changes are shared back to the community, and they can do that in a number of different ways. They could contribute their changes back to Mastodon directly. Mastodon develops their software in the open, which means anybody can volunteer and contribute. And so they could have just given their change software back to Mastodon and be OK with it, or if the Mastodon community wasn’t interested in that. Maybe the changes were too unique or special to just this one product. Then they can just package their changes and say, If anyone wants to know what we’ve done, here you go. You can look at it and then. And that’s really the major, major thing that they had to do to comply. You know, you need to read the license to see this, but it’s not that hard. And when we were talking before this phone call, you said, does does the free software community? Does the Mastodon software? Do they get to say, No, we don’t want Donald Trump to use our software? And the answer is no. The terms of this license means that anybody can use it. You don’t have to agree with anyone’s worldview to to use to say that they can use the software. As a matter of fact, if you don’t mind linking to the blockers post in blog, then your in your notes. The Mastodon community, they overtly said, We don’t like Donald Trump. We don’t really like what he’s trying to do with the social network. But they say, but that’s not our place. We released it into the open and anyone, anyone can use it, right?

Mike Whelan [00:25:11] Yeah, either it’s open or it’s not. So you know, for you, the lawyer may be largely what we’re doing with this episode is signaling to you. You know, these are dangerous waters, right? Like you can really feeling like, you know, your copy pasting language from from somewhere to be able to turn that language into something that your team can use that they know what to do with the compliance involved in that can actually be a pretty big project. So maybe largely what we’re doing is telling you Red Flag. Give Matt a call, Matt. If people want to do that, if they want to reach out to you and learn more about how to use licenses like this and your work, what’s the best way for them to contact you?

Matthew Nuzum [00:25:50] You should go to my website, which is Iowabusinesslawyer.com. I joke on LinkedIn and say that I am the geekiest lawyer in Iowa and I haven’t been disproven yet. You can also connect with me on LinkedIn there. Just look at my name and you’ll find me the geekiest lawyer in Iowa. But you know, that’s that’s really a great thing. And I think any lawyer out there who’s looking at this, or if you were a technical or legal enthusiast and you want to use open source software. The beautiful thing is is that these open source licenses are really not that difficult to understand. You can read them and understand them. The Free Software Foundation has made guides available so that people can comply with this. It was written for technical people to understand. And so complying with it isn’t hard. It does take a little work, a little bit of reading, but you can do it.

Mike Whelan [00:26:41] It is not hard for the geekiest lawyer in Iowa. We appreciate you, Matt. We’ll make sure to have your contact information and all the documents that we’ve talked about wrapped up in the post that will be at LawInsider.com/resources. And as always, if you want to be a contributor on the contract tear down show, just email us. We are at Community@LawInsider.com. You’ll get to talk to us, share your ideas, beat up documents, even if I don’t totally understand what the heck you’re talking about with all the zeroes in the ones. Matt, we appreciate you. We’ll see you guys in the next episode. You all have a good day.

Contributors

Matthew Nuzum
Matthew Nuzum
Business Lawyer
Mike Whelan
Mike Whelan
CEO @Lawyer Forward

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