|Legal to modify licenced code.|
Though the terms say one can't modify?
I've recently purchased a script from a developer that is good in many ways, but primitive and inadequate in others. Their terms indicate that purchasers do not have the right to among other things modify the code or reverse engineer it, even for use on the stated licenced domain. Without making changes, it will be totally useless. I basically got suckered by thier promises that it's totally configurable to my needs.
Will this hold up in court? It seems to me that this clause stands on rather shaky legal ground. Doesn't one have the right to modify code they purchased?
Is anyone aware of someone modifying code for their own use having had an injunction against their site or a judgement against them? Or the oposite?
Rollo, I can't help you with the law here, maybe a resident Attorney will help out in that regard?
In my experience most companies that offer these types of products usually offer a "Development License" also. It usually costs more to purchase, but if that is needed, it is the way to go.
If the company you are dealing with doesn't offer a Developer License, then maybe you could try suggesting that to them. It would probably open up their market and solve your problem. ;)
Actually, they don't offer any development license and are the most inflexible developers I've ever met. We've asked them about this change and that change, and their answer is always "that can't be done." Fundamental things like creating meta tags or assigning ID numbers data to similar entered by users in multiple languages so it can be searched and sorted. A lack of these things alone would make it unusable. We have been developing it for a couple months, improving it, and are getting close to launch, but this all makes me a bit nervous given their attitude. They may see this as an opportunity to try to make some quick cash.
Thier terms call it a licence in order to get around rights of ownership. It also states we may not "reverse assemble, adapt, modify, reverse compile, or otherwise translate" the code. And also that only one backup can be kept which is of course impossible when developing the code as multiple copies are needed. They lay out clauses about injunctions, damages, court costs, etc.
Their contractual limitations on code we purchased seem to have been shot down by the 2nd circuit court in a recent opinion in Krause v. Titleserv, Inc. [caselaw.lp.findlaw.com] but I was wondering if anyone else had any knowledge of similar decisions or any to the contrary where people that modified code under similar circumstances got their ass handed to them?
We're going to go ahead and launch likely as I can't imagine that even if they sued they'd win and if they won they'd get much in the way of damages as modifying their code causes them ZERO loss of revenue and we're using the code completely for the purposes it was intended to be used. At this point, the investment in our development is a sunk cost anyway.
Legally, I can't give advice, and don't know either way.
|... and are the most inflexible developers I've ever met. |
Since you've already said that, you may have tried these.
What about offering to make your modifications and then make the code available to them? Maybe you don't want that, but there might be some room there.
Or... instead of suggesting a developer license to them, perhaps you could negotiate a fee with them to allow only you to modify it for your own use. That way, you keep your new features to yourself, and they might wind up happy. Don't be surprised if they monitor your site and try to implement the same for their own script. (at least for anything that can be seen on the front end.)
I've seen non-alteration clauses and I've always been able to get permission to modify for my own use.
It's usually best / easiest to get permssion before you buy. That advice is too late for you, but it's meant for others that might read the thread.
|It's usually best / easiest to get permssion before you buy. |
That said, for the record it seems given case law taken as a whole, developers really can't do anything to you for modifying the code to suit their needs as long as you don't sell it or redistribute it. Most reject the notion that a licence is legally different from ownership. The issues come when you try to sell modifications or reditribute code as that can effect the developer's bottom line. It seems legal even to decompile, unncode, i.e. crack protections if you intentions are to modify it for your own use.
Still it's a big grey area.
|It seems legal even to decompile, unncode, i.e. crack protections if you intentions are to modify it for your own use. |
Maybe it depends on whether you're willing to take the risk, or defend it. I hope you can find a way to make it right with everyone without having to play a game of "chicken."
Im surprised they include reverse engineer clause, this is usually only included in compiled sioftware.
If you have the source code it is reverse engineerd already :) Possibly they just got the terms off the www ... Usually when you buy code you own that copy of it and can modify it.
Im sure its shaky as they they have done nothing whatsoever to protect the IP. But maybe a refund is a better approach as they have not offered any way to config it after selling it on the premise they would.
Well, they don't offer refunds and we've already invested 20 times the cost of the code in programming I'd guess. Fortunately, they are not a huge software firm so I doubt they would bother taking something like this to court when they can show no damages whatsoever and given the case law. I'd be worried if this were, say, a company like SAP who would have the power to bankrupt you with legal fees before the case even reaches court.
I've researched and the developers of the code in question seem to have a bad reputation. They know the code doesn't work well and they will help you modify it for $100 per hour. They have a large number of unhappy customers needless to say. I think this is their business stratgy, creating a market for their programing services by making buggy code which only they can modify. I don't think this was their original intention but discoverd along the way that it was more profitable selling their programing services after the fact than the actual code, that's I think when they began with the rigid terms and encryption (this is based on a bit of research in various forums).
I will say that after a lot of modifications and writing a few new components, we have it working well... but we have a team of programmers. They market it as ready to run right out of the box which is nonsense.
We didn't have access to some of the source code, but had to decompile it in order to modify it. I suppose we could rewrite the code and give them the shove off, but this would take many months and I think the best option is to launch ASAP. I'm not so worried about it anymore.