5 ms·

The license was written by idiots. E.g.: b. The User may not use the Licensed Font Software in any “open source” or other code that would create any obligation

by wegs 6y ago

The license was written by idiots. E.g.: b. The User may not use the Licensed Font Software in any “open source” or other code that would create any obligation for Goldman Sachs to: (i) grant to any third party any intellectual property or other proprietary rights; (ii) disclose or make any source code or any part or derivative work thereof available to third parties under any circumstances; or (iii) otherwise subject Goldman Sachs to any obligations not expressly set forth in this License. Ambiguous legal language grounded in a likely misunderstanding of what "open source" means. And of course, you have to flip through a dozen screens to make it to the download page to find the license. This is a project to make a positive impression which fails to do that. So close -- we need more good open types -- and yet clueless.

nojito 6y ago
What’s idiotic about it? It’s to protect against copy left obligations.
- lewiscollard 6y ago
  > What’s idiotic about it? It imagines a model of open source wherein I can take some Goldman Sachs code (the font), use it in my project, then start making legal demands of Goldman Sachs because I used their code. I would be quite surprised if such a license existed, because it would be a legal absurdity.
  - wegs 6y ago
    Absolutely correct. And that's just the tip of the iceberg... "grant to any third party any intellectual property or other proprietary rights;" If I've used this on a web page, a third-party has the rights to view and make local cached copies of the web page. "disclose or make any source code or any part or derivative work thereof available to third parties under any circumstances;" If I put this into a document, printed it, and handed it to my mom, I've just made a derivative work available to third-parties (and yes, the compiled font is a derivative of the source code, if you parse the 'therefore' that way). ... and so on. I'm giving intentionally absurd examples, but legal language like this is just absurdly poorly-written and stupid. Whatever you want legal language to say, you want it to be clear and unambiguous. That protects everyone involved; there are clear limits, and nothing for courts to argue about. In this case, even the basic grammar is ambiguous (pronouns pointing into voids, chains of ambiguous and/or clauses, etc.) Here's another gem: "each copy shall bear an appropriate copyright notice in substantially the form of '© 2020 Goldman Sachs & Co. LLC. All rights reserved.' and a copy of this License" -- well which is it: Are all rights reserved, or do I have additional rights as defined by this license? Virtually /any/ use of this font falls into a legal gray zone, and so creates a massive liability for everyone involved in using this, ironically including Goldman Sachs itself. Many clauses are bad enough a judge would just toss them out, and that leaves a legal document that looks a lot like Swiss cheese. Most first-year law students would be embarrassed to draft legal text like this, and most lawyers would be concerned about legal malpractice if they let a document like this slip out. That's just in the legal language is written. One level up, we run into fundamental misconceptions of how open source works, of how copyright works, as well as a slew of missing standard license boilerplate. And on top of that, we have the basic strategic issue: Except for exceptional cases, it makes sense to use an existing, vetted license; it's usually stupid to draft your own unless there's a darned good reason (and in that case, you'd better find a qualified lawyer). Even if you do draft your own, you should start with an existing, vetted license, and modify the parts which don't fit, and find a competent lawyer to do it. I've met elementary school students who wrote better legal language than this. This makes Goldman look incompetent. It's not a good look for an investment bank.
    - NovemberWhiskey 6y ago
      Are you a lawyer or legally trained? Honestly interested to know because you're expounding on this with some degree of forcefulness, but you also seem to have some unusual understandings of legal terms as I would understand them. e.g. - viewing or caching a web page doesn't require the grant of intellectual property or proprietary right - that would be me assigning you the copyright or allowing you to sell it or something; - a printed document that uses a font is not a derivative work of the font because the typeface (vs. the code of the font itself) is not copyrightable; - "all rights reserved" refers to all rights of intellectual property ownership under the copyright, which absolutely are retained when licensing as opposed to assigning.
      - NovemberWhiskey 6y ago
        Just on that last thing in particular: another example of a software license that has an 'all rights reserved' copyright statement and requires distribution of both the copyright statement and the license would be the BSD license. An example of another software license that explicitly separates copyright and licensing when describing itself would be the GPL, in either v2 or v3 form.
        wegs 6y ago
        The BSD license does NOT contain "All Rights Reserved." See: https://opensource.org/licenses/BSD-3-Clause https://opensource.org/licenses/BSD-3-Clause https://opensource.org/licenses/BSD-2-Clause https://opensource.org/licenses/BSD-2-Clause That would contradict the license text.
        NovemberWhiskey 6y ago
        The original 4-clause license does.
        wegs 6y ago
        Fair enough. The original 4-clause license is also in the hall-of-fame of bad licenses. I believe you can also find bad legal code in a lot of the NC licenses, WTFPL, and the Hypocratic/ethical licenses in the same hall-of-fame. I wouldn't use any of those as examplars. If it makes you feel better, I found a link written by an actual JD: https://www.legalzoom.com/articles/the-term-all-rights-reserved-explained https://www.legalzoom.com/articles/the-term-all-rights-reser... Remind me of why we're still having this discussion. Unless you can post a link supporting your assertion, I think I've provided ample evidence at this point.
  - doytch 6y ago
    The React project was under a license that had a similar clause for a while. It basically took Wordpress deciding that they're not gonna use React for it to change.
    - xur17 6y ago
      That sounds different. In the GP's example, Wordpress using React created an obligation for React, not for Wordpress.
  - MR4D 6y ago
    > it would be a legal absurdity There are many countries in the world. You're making an assumption that in exactly none of them could something crazy like this be enforced. That's a big bet you're making, and a tiny one for GS to include this language.
    - lewiscollard 6y ago
      > There are many countries in the world. You're making an assumption that in exactly none of them could something crazy like this be enforced. Licenses should not attempt to optimise for hypothetical legal systems that may exist somewhere and do not follow the laws of logic. "Put it in, just in case" could be used to justify literally any absurdity. > and a tiny one for GS to include this language. As a sibling comment by @wegs pointed out: > [L]egal language like this is just absurdly poorly-written and stupid. Whatever you want legal language to say, you want it to be clear and unambiguous. That protects everyone involved[.] Which is to say, Goldman Sachs is entirely welcome to spam their license with absurdities. But don't expect anyone else to come along for the ride.
  - nojito 6y ago
    So why should Goldman not protect itself from that risk?
    - wegs 6y ago
      Because it's not protecting itself from a risk. A badly-written license or contract exposes Goldman to significant and unknown risks. This is why you should always either (a) Use a standard license (b) Hire a good lawyer to draft a license. Don't draft one yourself, and don't get a bad lawyer. The most basic bar I would have before doing honest business with a bank is that they can do competent legal due diligence. They don't need clever or brilliant lawyers, but at the very least, banks lawyers need to be able to handle routine work without errors. Goldman just flunked that very low bar. Perhaps they'll fix this, so we have a backup for posterity's sake (and this is okay to post -- legal documents are generally not copyrightable). If this is too long, please feel free to downvote so it's hidden. I'm not a karma collector. :) ---- Goldman Sachs Restricted Font License A. Background Goldman Sachs & Co. LLC (“Goldman Sachs”) owns the copyright interests in and to a font style entitled “Goldman Sans” (“Licensed Font”). Goldman Sachs is providing this license of the Licensed Font software (the “License”) free of charge as long as it is used in compliance with this License. B. Definitions A “Font” is a typeface that can be used for text, character display, HTML, style sheets, and the like.; it includes the normal character set, as well as additional font styles such as underlined, bold, and italicized. “Licensed Font Software” refers to the set of files released by Goldman Sachs under this License to the Goldman Sans Font, and may include source files, build scripts and documentation. C. Grant and Scope of License By reproducing, distributing, publicly displaying or otherwise using the Licensed Font Software, you agree to abide by this License. Anyone who uses the Licensed Font Software is a “User,” regardless of how, where, or from whom the Licensed Font Software is obtained. Permission is hereby granted to the User, a limited, royalty-free, nonexclusive, and revocable license to use, reproduce, and distribute unmodified copies of the Licensed Font Software, subject to the following conditions: a. The User may not modify or make derivative works of or sell (by itself or with any other item or software), sub-license, bundle, or embed copies of the Licensed Font Software. b. The User may not use the Licensed Font Software in any “open source” or other code that would create any obligation for Goldman Sachs to: (i) grant to any third party any intellectual property or other proprietary rights; (ii) disclose or make any source code or any part or derivative work thereof available to third parties under any circumstances; or (iii) otherwise subject Goldman Sachs to any obligations not expressly set forth in this License. c. The User may not use the Licensed Font Software to disparage or suggest any affiliation with or endorsement by Goldman Sachs. d. If a User distributes a copy of the Licensed Font Software, each copy shall bear an appropriate copyright notice in substantially the form of “© 2020 Goldman Sachs & Co. LLC. All rights reserved.” and a copy of this License. The Licensed Font Software must be distributed entirely under this License and must not be distributed under any other license. The requirement for the Licensed Font Software to remain under this License does not apply to any document created using the Licensed Font Software. e. The License is subject to other prior or future licenses that Goldman Sachs may grant to other parties. User expressly agrees that all proprietary right, title, and interest in and to and control of the Licensed Font Software are and shall at all times be solely owned by Goldman Sachs and hereby acknowledges that nothing contained in this License shall give User any right, title. or interest in or to the ownership or use of the Licensed Font Software, except the restricted use provided herein. D. Trademarks “GOLDMAN,” “GOLDMAN SACHS,” and “GOLDMAN SANS” (collectively the “Trademarks”) are trademarks of Goldman Sachs or its affiliates. “GOLDMAN SANS” may be used by licensed Users only to identify the Licensed Font or Licensed Font Software. The name(s) of Goldman Sachs or the Trademarks shall not be used to promote, endorse or advertise any User, or to suggest any affiliation with or endorsement by Goldman Sachs. Users shall not otherwise use or attempt to register the Trademarks or any confusingly similar marks. E. Term and Termination of the License The term of the License is for the unexpired term of, and for so long as Goldman Sachs owns, the copyright on the Licensed Font Software, or any renewal thereof. This License shall terminate and become null and void for any use that does not comply with any of the conditions in this License. Further, Goldman Sachs may terminate this License, without notice to the User, for any reason or no reason at all and at any time, completely at Goldman Sachs’s sole discretion. Goldman Sachs’s exercise of any right of termination does not constitute a waiver of other rights and remedies available to Goldman Sachs. F. Disclaimer of Warranties; Limitation of Liability THE LICENSED FONT SOFTWARE IS PROVIDED “AS IS” AND “WITH ALL FAULTS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF COPYRIGHT, PATENT, TRADEMARK, OR OTHER RIGHT. IN NO EVENT SHALL GOLDMAN SACHS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, INCLUDING ANY DIRECT, LOST PROFIT, LOST REVENUE, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION OF CONTRACT, TORT, UNDER ANY WARRANTY OR ANY OTHER THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE, THE USE OR INABILITY TO USE THE LICENSED FONT SOFTWARE OR FROM OTHER DEALINGS IN THE LICENSED FONT SOFTWARE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE RISK OF THE PERFORMANCE AND QUALITY OF LICENSED FONT SOFTWARE IS STRICTLY ON THE USER AND THE USER MUST REPAIR THE LICENSED FONT SOFTWARE AT THEIR OWN EXPENSE. G. Governing Law This License shall be governed by and construed under the laws of the State of New York. The User and Goldman Sachs hereby waive any right to a trial by jury and consent to exclusive jurisdiction of the U.S. District Court for the Southern District of New York or, if federal jurisdiction is lacking, New York Supreme Court, New York County, for the resolution of any dispute regarding this License or the parties’ relationship arising therefrom. H. Entire Agreement; Amendment Without Notice This is the entire agreement with respect to its subject matter. This License may be amended at any time by Goldman Sachs without notice.
deleted 6y ago
[deleted]
vmception 6y ago
open source doesn't mean apache license, just means you have access to the source lol but yes, a swing and a miss for this dumb reason.

by wegs 6y ago

nojito 6y ago

What’s idiotic about it? It’s to protect against copy left obligations.

lewiscollard 6y ago
> What’s idiotic about it? It imagines a model of open source wherein I can take some Goldman Sachs code (the font), use it in my project, then start making legal demands of Goldman Sachs because I used their code. I would be quite surprised if such a license existed, because it would be a legal absurdity.
- wegs 6y ago
  Absolutely correct. And that's just the tip of the iceberg... "grant to any third party any intellectual property or other proprietary rights;" If I've used this on a web page, a third-party has the rights to view and make local cached copies of the web page. "disclose or make any source code or any part or derivative work thereof available to third parties under any circumstances;" If I put this into a document, printed it, and handed it to my mom, I've just made a derivative work available to third-parties (and yes, the compiled font is a derivative of the source code, if you parse the 'therefore' that way). ... and so on. I'm giving intentionally absurd examples, but legal language like this is just absurdly poorly-written and stupid. Whatever you want legal language to say, you want it to be clear and unambiguous. That protects everyone involved; there are clear limits, and nothing for courts to argue about. In this case, even the basic grammar is ambiguous (pronouns pointing into voids, chains of ambiguous and/or clauses, etc.) Here's another gem: "each copy shall bear an appropriate copyright notice in substantially the form of '© 2020 Goldman Sachs & Co. LLC. All rights reserved.' and a copy of this License" -- well which is it: Are all rights reserved, or do I have additional rights as defined by this license? Virtually /any/ use of this font falls into a legal gray zone, and so creates a massive liability for everyone involved in using this, ironically including Goldman Sachs itself. Many clauses are bad enough a judge would just toss them out, and that leaves a legal document that looks a lot like Swiss cheese. Most first-year law students would be embarrassed to draft legal text like this, and most lawyers would be concerned about legal malpractice if they let a document like this slip out. That's just in the legal language is written. One level up, we run into fundamental misconceptions of how open source works, of how copyright works, as well as a slew of missing standard license boilerplate. And on top of that, we have the basic strategic issue: Except for exceptional cases, it makes sense to use an existing, vetted license; it's usually stupid to draft your own unless there's a darned good reason (and in that case, you'd better find a qualified lawyer). Even if you do draft your own, you should start with an existing, vetted license, and modify the parts which don't fit, and find a competent lawyer to do it. I've met elementary school students who wrote better legal language than this. This makes Goldman look incompetent. It's not a good look for an investment bank.
  - NovemberWhiskey 6y ago
    Are you a lawyer or legally trained? Honestly interested to know because you're expounding on this with some degree of forcefulness, but you also seem to have some unusual understandings of legal terms as I would understand them. e.g. - viewing or caching a web page doesn't require the grant of intellectual property or proprietary right - that would be me assigning you the copyright or allowing you to sell it or something; - a printed document that uses a font is not a derivative work of the font because the typeface (vs. the code of the font itself) is not copyrightable; - "all rights reserved" refers to all rights of intellectual property ownership under the copyright, which absolutely are retained when licensing as opposed to assigning.
    - NovemberWhiskey 6y ago
      Just on that last thing in particular: another example of a software license that has an 'all rights reserved' copyright statement and requires distribution of both the copyright statement and the license would be the BSD license. An example of another software license that explicitly separates copyright and licensing when describing itself would be the GPL, in either v2 or v3 form.
      - wegs 6y ago
        The BSD license does NOT contain "All Rights Reserved." See: https://opensource.org/licenses/BSD-3-Clause https://opensource.org/licenses/BSD-3-Clause https://opensource.org/licenses/BSD-2-Clause https://opensource.org/licenses/BSD-2-Clause That would contradict the license text.
        NovemberWhiskey 6y ago
        The original 4-clause license does.
        wegs 6y ago
        Fair enough. The original 4-clause license is also in the hall-of-fame of bad licenses. I believe you can also find bad legal code in a lot of the NC licenses, WTFPL, and the Hypocratic/ethical licenses in the same hall-of-fame. I wouldn't use any of those as examplars. If it makes you feel better, I found a link written by an actual JD: https://www.legalzoom.com/articles/the-term-all-rights-reserved-explained https://www.legalzoom.com/articles/the-term-all-rights-reser... Remind me of why we're still having this discussion. Unless you can post a link supporting your assertion, I think I've provided ample evidence at this point.
- doytch 6y ago
  The React project was under a license that had a similar clause for a while. It basically took Wordpress deciding that they're not gonna use React for it to change.
  - xur17 6y ago
    That sounds different. In the GP's example, Wordpress using React created an obligation for React, not for Wordpress.
- MR4D 6y ago
  > it would be a legal absurdity There are many countries in the world. You're making an assumption that in exactly none of them could something crazy like this be enforced. That's a big bet you're making, and a tiny one for GS to include this language.
  - lewiscollard 6y ago
    > There are many countries in the world. You're making an assumption that in exactly none of them could something crazy like this be enforced. Licenses should not attempt to optimise for hypothetical legal systems that may exist somewhere and do not follow the laws of logic. "Put it in, just in case" could be used to justify literally any absurdity. > and a tiny one for GS to include this language. As a sibling comment by @wegs pointed out: > [L]egal language like this is just absurdly poorly-written and stupid. Whatever you want legal language to say, you want it to be clear and unambiguous. That protects everyone involved[.] Which is to say, Goldman Sachs is entirely welcome to spam their license with absurdities. But don't expect anyone else to come along for the ride.
- nojito 6y ago
  So why should Goldman not protect itself from that risk?
  - wegs 6y ago
    Because it's not protecting itself from a risk. A badly-written license or contract exposes Goldman to significant and unknown risks. This is why you should always either (a) Use a standard license (b) Hire a good lawyer to draft a license. Don't draft one yourself, and don't get a bad lawyer. The most basic bar I would have before doing honest business with a bank is that they can do competent legal due diligence. They don't need clever or brilliant lawyers, but at the very least, banks lawyers need to be able to handle routine work without errors. Goldman just flunked that very low bar. Perhaps they'll fix this, so we have a backup for posterity's sake (and this is okay to post -- legal documents are generally not copyrightable). If this is too long, please feel free to downvote so it's hidden. I'm not a karma collector. :) ---- Goldman Sachs Restricted Font License A. Background Goldman Sachs & Co. LLC (“Goldman Sachs”) owns the copyright interests in and to a font style entitled “Goldman Sans” (“Licensed Font”). Goldman Sachs is providing this license of the Licensed Font software (the “License”) free of charge as long as it is used in compliance with this License. B. Definitions A “Font” is a typeface that can be used for text, character display, HTML, style sheets, and the like.; it includes the normal character set, as well as additional font styles such as underlined, bold, and italicized. “Licensed Font Software” refers to the set of files released by Goldman Sachs under this License to the Goldman Sans Font, and may include source files, build scripts and documentation. C. Grant and Scope of License By reproducing, distributing, publicly displaying or otherwise using the Licensed Font Software, you agree to abide by this License. Anyone who uses the Licensed Font Software is a “User,” regardless of how, where, or from whom the Licensed Font Software is obtained. Permission is hereby granted to the User, a limited, royalty-free, nonexclusive, and revocable license to use, reproduce, and distribute unmodified copies of the Licensed Font Software, subject to the following conditions: a. The User may not modify or make derivative works of or sell (by itself or with any other item or software), sub-license, bundle, or embed copies of the Licensed Font Software. b. The User may not use the Licensed Font Software in any “open source” or other code that would create any obligation for Goldman Sachs to: (i) grant to any third party any intellectual property or other proprietary rights; (ii) disclose or make any source code or any part or derivative work thereof available to third parties under any circumstances; or (iii) otherwise subject Goldman Sachs to any obligations not expressly set forth in this License. c. The User may not use the Licensed Font Software to disparage or suggest any affiliation with or endorsement by Goldman Sachs. d. If a User distributes a copy of the Licensed Font Software, each copy shall bear an appropriate copyright notice in substantially the form of “© 2020 Goldman Sachs & Co. LLC. All rights reserved.” and a copy of this License. The Licensed Font Software must be distributed entirely under this License and must not be distributed under any other license. The requirement for the Licensed Font Software to remain under this License does not apply to any document created using the Licensed Font Software. e. The License is subject to other prior or future licenses that Goldman Sachs may grant to other parties. User expressly agrees that all proprietary right, title, and interest in and to and control of the Licensed Font Software are and shall at all times be solely owned by Goldman Sachs and hereby acknowledges that nothing contained in this License shall give User any right, title. or interest in or to the ownership or use of the Licensed Font Software, except the restricted use provided herein. D. Trademarks “GOLDMAN,” “GOLDMAN SACHS,” and “GOLDMAN SANS” (collectively the “Trademarks”) are trademarks of Goldman Sachs or its affiliates. “GOLDMAN SANS” may be used by licensed Users only to identify the Licensed Font or Licensed Font Software. The name(s) of Goldman Sachs or the Trademarks shall not be used to promote, endorse or advertise any User, or to suggest any affiliation with or endorsement by Goldman Sachs. Users shall not otherwise use or attempt to register the Trademarks or any confusingly similar marks. E. Term and Termination of the License The term of the License is for the unexpired term of, and for so long as Goldman Sachs owns, the copyright on the Licensed Font Software, or any renewal thereof. This License shall terminate and become null and void for any use that does not comply with any of the conditions in this License. Further, Goldman Sachs may terminate this License, without notice to the User, for any reason or no reason at all and at any time, completely at Goldman Sachs’s sole discretion. Goldman Sachs’s exercise of any right of termination does not constitute a waiver of other rights and remedies available to Goldman Sachs. F. Disclaimer of Warranties; Limitation of Liability THE LICENSED FONT SOFTWARE IS PROVIDED “AS IS” AND “WITH ALL FAULTS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF COPYRIGHT, PATENT, TRADEMARK, OR OTHER RIGHT. IN NO EVENT SHALL GOLDMAN SACHS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, INCLUDING ANY DIRECT, LOST PROFIT, LOST REVENUE, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION OF CONTRACT, TORT, UNDER ANY WARRANTY OR ANY OTHER THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE, THE USE OR INABILITY TO USE THE LICENSED FONT SOFTWARE OR FROM OTHER DEALINGS IN THE LICENSED FONT SOFTWARE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE RISK OF THE PERFORMANCE AND QUALITY OF LICENSED FONT SOFTWARE IS STRICTLY ON THE USER AND THE USER MUST REPAIR THE LICENSED FONT SOFTWARE AT THEIR OWN EXPENSE. G. Governing Law This License shall be governed by and construed under the laws of the State of New York. The User and Goldman Sachs hereby waive any right to a trial by jury and consent to exclusive jurisdiction of the U.S. District Court for the Southern District of New York or, if federal jurisdiction is lacking, New York Supreme Court, New York County, for the resolution of any dispute regarding this License or the parties’ relationship arising therefrom. H. Entire Agreement; Amendment Without Notice This is the entire agreement with respect to its subject matter. This License may be amended at any time by Goldman Sachs without notice.

deleted 6y ago

[deleted]

vmception 6y ago

open source doesn't mean apache license, just means you have access to the source lol but yes, a swing and a miss for this dumb reason.