The Commons Clause.

“Commons Clause” License Condition v1.0

The Software is provided to you by the Licensor under the License, as defined below, subject to the following condition.

Without limiting other conditions in the License, the grant of rights under the License will not include, and the License does not grant to you, the right to Sell the Software.

For purposes of the foregoing, “Sell” means practicing any or all of the rights granted to you under the License to provide to third parties, for a fee or other consideration (including without limitation fees for hosting or consulting/ support services related to the Software), a product or service whose value derives, entirely or substantially, from the functionality of the Software. Any license notice or attribution required by the License must also include this Commons Cause License Condition notice.

Software: [name software]

License: [i.e. Apache 2.0]

Licensor: [ABC company]

FAQ

What is Commons Clause?

The Commons Clause is a license condition drafted by Heather Meeker that applies a minimal-form commercial restriction on top of an existing open source license to transition the project to a source-available licensing scheme. It was designed to a minimal and readable “textual” change to meet business and legal requirements.

This Clause is not intended to be applied against at-scale existing open source projects, but incrementally on top of commercial counterparts that need to be transitioned to source-availability to satisfy urgent business or legal requirements.

It this “Open Source”?

No, at least not by the official definition set forth by the OSD. Applying the Clause to an open source project will transition the project to “source-available”.

How does this affect my project?

When the Commons Clause is applied to a project, it only affects code moving forward -- meaning no existing users are immediately affected. Licenses applied to previous versions cannot be revoked, the Clause will only apply to future development.

If you choose to adopt the Commons Clause, you should understand the implications any license change will have on your community and weigh that against threat towards financing of your open source project.

The Commons Clause was intended, in practice, to have virtually no effect other than force a conversation with only the most predatory of use cases against your OSS community. The Commons Clause was not designed to restrict code sharing or development, however those that adopt the Clause should understand the broader implications of making a license change and commitments to source availability.

Why not AGPL?

The AGPL was drafted in a different era where Cloud ecosystem was not nearly as well-developed. After deep legal analysis, many of the AGPL’s features were determined to be insufficient towards some of the requirements modern projects face.

For example, much of the value for cloud-based software comes outside of the actual code (i.e. hosting) thereby nullifying many of the incentives to enforce source-availability. In addition, many of the AGPL's features can be more restrictive towards an end user that wishes to incorporate software into a new work, which makes a source-available license with additional grants more permissive.

What will this do for the future of Open Source projects?

The Commons Clause is a first step at starting an important discussion about the state of modern open source businesses.

The original Open Source Definition represents an immensely important set of ideals that carried many projects to success during the earlier days. However, the open source ecosystem has changed a lot over the past 10 years, and the conditions of the modern landscape has forced change for the sustainability of many projects.

Open Source projects are far from free to maintain -- they require incredible amounts of work and financing to stay afloat. While a blanket-permissive licensing scheme may have been a great fit for the early days of a project, a more sustainable model is required when maintainers are faced with the responsibility to support billion-dollar revenue pipelines that depend on their software.

The Commons Clause was drafted by a group of developers behind many of the world’s most popular open source projects who feel pressure from rapidly-developing projects and ecosystems. Honestly, we're not entirely sure what the best long-term solution is. However, we need to start a conversation on what we can do to meet the financial needs of commercial open source projects and the communities behind them.