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Comment by Arathorn | Hacker News Reader

Speaking as CEO at Element - I don't particularly like CLAs either from an ideological perspective. However, the only way that Element can retain the right to provide alternative licenses to proprietary forks is if it has the right to do so, which means requiring a CLA. Otherwise the license change would not solve the problem that it's trying to solve, i.e. to provide a way for proprietary forks to contribute back to Matrix development costs, without having to AGPL their forks.

[edit: clarify that CLA != assigning code ownership]

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> However, the only way that Element can retain the right to provide alternative licenses to proprietary forks is if it has the right to do so, which means requiring a CLA

You wouldn't need a CLA if you didn't want to reserve the exclusive right to move from an open source model to an open core model. You wouldn't need a CLA if you didn't want the privilege to switch away from an open source licence at will.

Yes, a CLA is the only solution to retaining the right to un-open-source the project. The problem is that you'd want to retain this right in the first place.

We don’t want to un-open-source the project. We’re not trying to pull a hashicorp or set up to do so; we just want the option to dual license to sell AGPL exceptions.

I've used element every day for a while now, it's fantastic software... The trouble is that I want to believe you, but I'm(and I imagine certain others) having a hard time doing so.

Element has been giving us open source code under the most liberal license for something like 10 years. I think he’s earned a little benefit of the doubt.

Well, sure, but so did Hashicorp with terraform for 9 years. Rather successfully mind you. Things and circumstances change.

So you're trying to monetize other's contributions without giving them the right in return.

If folks want to keep their contributions on their own fork and not sign a CLA that's fine too. Yes, we're trying to monetise our code in order to pay folks to keep working on it.

Yes, I can choose not to contribute. But I'm not able to sell commercial licenses of your contributions.

This fundemental asymmetry is incredibly unfortunate for a project whose stated mission is being a fundamental communication layer.

If it's any consolation, the fundamental asymmetry replaces a previous asymmetry that Element uniquely donated all of its core Matrix code, including ownership, to the Foundation. But yes, I wish that the economics balanced without a CLA. But they don't.

I have high hopes for the future of Matrix in large part because of the Matrix Foundation. But what happens at Element when you and Amandine leave? What stops Element from being bought by a huge corporation that takes the whole thing proprietary and kills it?

I'm sympathetic to the position that you find yourself in here (I have a standing recurring donation to the Matrix Foundation). But this seems substantially less secure of a future.

I don't know if it would work from a legal perspective, but it'd be nice if there was some sort of dead-man's switch.

I think there are a few helpful things in that regard:

- There are already viable and deployed alternatives to Synapse, including Conduit. Making changes that would break compatibility would fragment the network.

- There are already viable and widely-used alternatives to Element on the client side. I myself mostly use Nheko these days.

- The structure of the Matrix protocol is such that breaks in compatibility would look very weird to users, so I think they're incentivized to avoid making such changes for their user experience's sake.

- The primary selling point of Matrix (and thus Element) over other systems is precisely that it's an open protocol for communications. It seems unlikely (though not impossible) that they would do anything to harm that, but if they did, it would not look good for the company. Speaking personally, I would start looking for alternatives if they did.

> what happens at Element when you and Amandine leave? What stops Element from being bought by a huge corporation that takes the whole thing proprietary and kills it?

If I understand the confirmation statements at https://find-and-update.company-information.service.gov.uk/c... , M & A already have way under the majority of votes in Element, and nothing catastrophic happened

If Element explodes by whatever mechanism, other folks can fork the AGPL code to keep it going. We’re looking into mechanisms to ensure CLA’d code stays published under an OSI compatible license regardless of the type of explosion, which I guess is a kind of dead man’s switch.

I thought Element was founded after the Matrix Foundation, and thus Element has been using the Foundations code all along? Yes, they have continued to voluntarily contribute to the Foundation, knowing that it was in their own best interests to grow the Matrix community.

No, the rough timeline is this:

* 2014: Matrix core team creates Matrix, writes Synapse and other implementations, starts writing the Matrix spec

* 2017: Matrix core team wants to be able to focus on this exclusively as their dayjob; creates New Vector (aka Element) to fund their work.

* 2018: Matrix core team establishes the Foundation as a neutral custodian of the standard on behalf of everyone in the ecosystem. Element transfers all its core Matrix IP to the Foundation, and (uniquely) continues to donate its future contributions to the Foundation, hoping that by letting the whole ecosystem build on top, including proprietary forks, Matrix will spread as far and wide as possible to the benefit of everyone, and Element will make enough $ selling Matrix hosting/distributions to keep hiring the core team to work on Matrix.

* 2022: Matrix has spread far and wide, but turns out that in the commercial space, huge companies who bear no cost for supporting the Matrix ecosystem whatsoever discover they can sell proprietary forks for many $. Meanwhile, Element spends its life funnelling most of its time & energy into doing core Matrix ecosystem work, and it turns out that trying to compete with the big guys while all your energy is going into the commons doesn't work.

* 2023: Element decides it can't afford to contribute as Apache any more, and switches to AGPL + CLA, thus requiring the big guys to either opensource their proprietary forks as AGPL or arrange a paid license from Element. Yes, this means that contributors to Synapse will need to sign a CLA to Element, and it's depressing if this hinders community contributions, but it's the least worst solution we can see.

> huge companies who bear no cost for supporting the Matrix ecosystem whatsoever discover they can sell proprietary forks for many $

What, exactly, are you talking about here, Matthew?

Well, I’m not going to name & shame them given we’re trying to sort out alternative licensing so they can continue their forks…

eventually we're not going to be able to continue this "just trust me, it's cool" line, man, this stinks.

What?! I'm not making up the forks!!

I already mentioned a bunch of them at the top of https://matrix.org/blog/2022/12/25/the-matrix-holiday-update... when trying to get folks to donate to the Foundation. While this helped with new players, it didn't help with existing ones (although one did send us $500). So switching to AGPL is the next line of recourse.

That post mentions a few big companies using the Matrix protocol, but are any of them using proprietary forks of Element/Synapse/Dendrite?

Another thing not clear from that post was the layoffs- were those layoffs at the Foundation, or Element corp? Either way it was a loss to the Matrix community, for certain!

Yes, the commercial Matrix vendors are all using proprietary forks.

The layoffs were from Element; the Foundation has only a managing director as an employee (who started a few months ago). And yes, the layoffs have been a nightmarish loss for Matrix - as a result P2P Matrix, Third Room, Low Bandwidth Matrix and many other more ambitious projects are currently shelved.

The point of the licensing change is to try to break even and avoid further layoffs, by requiring third party commercial forks to contribute financially.

The amount of hate for doing so is astonishing, but hey.

The thing that's so upsetting to me is that since I started using and developing against Matrix.org in 2016, Synapse has always been positioned as a reference implementation, it has always been a wedge to get others to come play in your sandbox, a gift to the community to encourage growth, a positive-sum engine, even if companies like Discord or whoever are trying to use Synapse behind the scenes to implement Matrix.org interop. To enclose that now because your business model relied on the good graces of other corporations just causes those proprietary forkers to not trust neither Matrix nor Element.

y'all are trying to get this shit IETF standardized and cram Matrix interop through via DMA while tying down your reference implementation, think about how that looks. that code should be as permissive and easy to integrate with as possible! who wants to pay a protection racket to an organization who's proven itself this fickle?

sure sure, enclose dendrite and the Element product family, things you explicitly built for scaling the matrix.org server and "Element the product" but Synapse should always have been seen as a loss-leader, a hulking mass of Tornado code that says "here's how you could implement this standard and it works well enough for operators of small or medium sized communities but wouldn't it be nice if you did it this more sustainable/scalable way? give us a call"

It just shows to me a lack of creativity or courage and instead says "well we parted ways with our corporate sponsor a few years ago without enough of a business plan and now we're hungry"

Thank you for that clarification. I would echo the other comment- What "huge companies who bear no cost for supporting the Matrix ecosystem whatsoever discover they can sell proprietary forks for many $"? Please call these "huge corporations" that are making a fortune selling proprietary forks of Element/Synapse out? A huge part of the reason Matrix has spread far and wide is because it was open source, under a foundation, and had quality, liberally licensed open source implementation. If it weren't for these facts (I grant there may be some debate on how much the liberality of the license played into it, but I am pretty confidant it has been a significant factor) I doubt it would have grown nearly as much, and Element corp would either not exist or be much smaller. I think this change is a huge mistake, and I only hope that the Matrix protocol survives this mistake, hopefully the Matrix Foundation will continue to be a good steward of the protocol.

Something I don't understand is: how is other companies making money an existential threat for Element? It seems rather that Element's hopes of making enough money (to fund development) by selling hosted/managed services was misplaced.

In a market, you're always competing on cost/return.

Competitors can just take the open source parts of the matrix projects without contributing code or funding back.

As result, in a bid between Element and competitors, Element will lose because Element actually pays for maintaining these open source projects.

Not necessarily. There are a lot of things that folks look for when buying hosting or a support contract. For example, trust and confidence. I trust the primary maintainer of a open source project to be able to support me better than some one else maintaining a proprietary fork. In fact, the fork being proprietary means I am not going to use it when there is an open source alternative. However, I also distrust a project that is AGPL/GPL with a CLA to a corporation. If there were no good alternatives, I would probably choose the open source option to proprietary one... but I would try to find some one else to support it. Prior to this change, I would have defaulted to using Element/Synapse software, and paying Element corp for any services I require. After this change, I am looking for alternatives not only to Element corp, but to Element/Synapse the software. Even if I continue to use Element/Synapse, I am unlikely to pay Element corp for support services. I will look for an alternative.

Unfortunately most of their big customers seem to be governments, who are often bound by law to do things like select the lowest bidder.

And where criteria like “trust and confidence” are too often cover for corruption and favoritism.

Governments are a whole other ballgame, your right. They often have very particular requirements that not every company is going to be able or willing to meet, though. I don't know enough about their particular business to say without a more complete analysis, but even with governments, just having a cheaper product is not always enough to get your bid accepted.

But they were not in the business of private forks, as per their statement. They were in the business of providing hosted instances, and services.

So I don’t see how someone acting in a different market had any bearing on their business at all. Unless they were indeed in that market, but that doesn’t seem clear to me at all from their messaging.

I would fully agree if your contribution were 50%, or even 10% of the code base. But if your contribution makes up 0.001% of the code base, and theirs makes up 95%, I think there is a much bigger fundamental asymmetry already at play that changes the fairness math a bit.

Yet I don't get to sell it (edit to clarify: under a proprietary license, like Element corp) in order to pay for my contributions, or for my own employees contributions? So you are saying you don't trust the Matrix community, present or future?

Plenty of companies survive without CLAs and pay folks to work on open source. I appreciate the business interests, but there are better ways to manage open source projects than CLAs.

Even with a CLA in place, you can still fork, improve and sell Synapse / Dendrite (or derivatives of it), as long as you follow the AGPL.

With the CLA in place, there is no one true Synapse/Dendrite. There is the Element-provided AGPL version, and then there are X many private forks.

The very existence of those forks breaks the community's ability to truly collaborate. Private forks still participate in our ecosystem!

Isn't that already the case without a CLA?

With the previous licensing, yes. The change to AGPL would have ended the ability to make proprietary forks, but that ability was preserved by the CLA instead.

This means that the only effective result of switching to the AGPL is that Element can demand money from anyone who makes a proprietary fork. Basically, the AGPL has been backdoored for profit.

Well, paying the bills when you're a company whose primary project is open-source remains an open problem.

The subject of this discussion is collaboration. You want to benefit from that collaboration without providing collaborators an equal opportunity. By instituting a CLA, you have disincentivized collaboration.

I understand you have determined this to be a good compromise for you and the developers you pay to work on Element. That doesn't make this situation any less bad to the rest of the community.

So that begs the question: will having a stronger source of revenue for your team be worth alienating 3rd-party contributions?

No matter the answer, I think its totally reasonable for those contributors to complain about the situation you have placed them in.

> That doesn't make this situation any less bad to the rest of the community.

How is the community suffering here? Let's say Element adds a bunch of baller stuff to their versions over the next few months and then closes the source. Can't the community just fork the last AGPL version? You might say, "well then no one can take the AGPL fork and make their own closed-source business", but do you want them to? Even if you do, they still can with the existing Apache-licensed version, just like Element is doing right now.

You're arguing that Element will lose a lot of contributions, but TFA points out that despite being super open, the vast majority of contributions are still made by Element employees (which seems to be true [0]). It's not the case that Element is looking to monetize the (small) contributions of others, it is the case that others are looking to monetize the (huge) contributions of Element.

And besides, aren't the MSCs the core of Matrix? It's already super possible to build your own compliant client and server.

The situation is that Element needs money to keep developing the ecosystem. It would be cool if there were a big network of donors and contributions, but there isn't. You're essentially saying, "that's fine, go out of business then, and the community will keep developing the ecosystem", but that's not happening now, and it can still happen anyway with the Apache-licensed versions, which again people can still contribute to.

[0]: https://github.com/matrix-org/synapse/graphs/contributors

It hurts the community by promoting proprietary forks.

If Element adds a bunch of baller stuff to their version, then that is the best case scenario.

On the other hand, if Apple or Microsoft or Google add some really baller stuff, then Element's version has to compete by blindly reproducing that work.

Even worse, if Apple or Microsoft or Google add some mediocre feature, but use that feature to make their users incompatible with Element's version, then Element will have to compete by blindly reproducing a feature that no one actually wants!

---

And why should any of us expect the best case scenario? Corporations are paying to monopolize this work. Why would you pay to monopolize something, then never use that monopoly to be anti-competitive? That would be fiscally irresponsible!

> On the other hand, if Apple or Microsoft or Google add some really baller stuff, then Element's version has to compete by blindly reproducing that work.

> Even worse, if Apple or Microsoft or Google add some mediocre feature, but use that feature to make their users incompatible with Element's version, then Element will have to compete by blindly reproducing a feature that no one actually wants!

Can't they already do this w/ the Apache version?

Yes.

The change made here wasn't from good to bad, it was from bad to bad.

Well then I don't really understand why you're upset now. Element is doing what everyone says you should do: have a GPL project and sell hosting, support, and proprietary licenses. We can't have the only model be "get donations or be independently wealthy".

I'm not sure who this "everyone" person is, but I have certainly never suggested having a GPL/AGPL project and then selling proprietary licenses. (The other two, very much yes.)

This seems like a tedious point. What are you looking for here, a survey or something? Are you in good-faith interested? I think if you were you'd google around a little.

> Can't they already do this w/ the Apache version?

They can, but they now have more of a financial incentive to do that, since they're implicitly going to get paid by Apple/Microsoft/Google.

Only if the diff against the Apache version is worth money though, which doesn't seem like it will be for a while. I can think of other more likely scenarios:

- Apple forks the Apache version

- Microsoft contracts some Element developers

- Google buys Element

- Facebook makes some contributions under the AGPLv3 (okay, maybe this one isn't super likely)

In any and all cases, the community still has the AGPL version. I really don't see a downside here, and plus I don't know what companies are supposed to do if not this.

> I don't know what companies are supposed to do if not this.

Maybe there's not actually a viable way to be an open-source company as a business model. As much as I want Matrix to succeed, the world doesn't owe them that.

I agree the jury is out on this.

> the only way that Element can retain the right to provide alternative licenses to proprietary forks

I have a very straightforward and reasonable solution for you: don't do that.

A better comment here would be a little more curious about why they're doing it (so they can run a business and fund future Matrix/Element development) or to maybe suggest some alternatives.

They're allowed to say they don't like it and people shouldn't do x or y.

I'm not sure why you believe that every comment needs to sealion in some way or another, or provide alternatives. People are allowed to dislike choices made by others and state that. And just that. "I'd have preferred you didn't" is a perfectly valid comment to make. They don't have to do what the comment is asking, you don't have to agree with it etc, but it is a valid comment.

I didn't say it was invalid. I gave an example of how it could do better. I'm allowed to say I don't like their comment, to dislike it and state that. I even did better and gave them constructive criticism, walking the walk, which you are not doing for me.

My understanding is they're already doing it, and they're already allowed to under the previous license.

The CLA is also my least favorite part of this change, but it is overall a shift towards copyleft vs. the previous permissive licensing. If this means the project can remain FOSS and the company can continue to work on it, that's a good thing in my book.

If they ever relicensed to a proprietary license though I'd be calling for a fork.

It's a great step, except that it effectively doesn't matter, because anyone interested in ignoring the copyleft mandate can afford to buy their way around it.

The only effective purpose for a copyleft license here is to get paid for permissive license! I'm not against the Element devs getting paid, and I get that this is their best shot at that. I still won't count this as "a good thing in my book".

The whole point of the [A]GPL is that the end user can access source code. Letting people buy their way out of copyleft effectivley nullifies that.

> The whole point of the [A]GPL is that the end user can access source code. Letting people buy their way out of copyleft effectivley nullifies that.

But previously, anyone who wanted to deny end users from accessing their modified version of the source code could do so, immediately and at no cost to themselves. This adds a barrier to doing so.

I'm not saying it's the ideal situation. What I'm saying is that from the perspective of someone who wants to ensure that end users retain access to the source code (which describes me!) this seems to accomplish that goal better than the previous license.

Yes, that is an improvement, but that improvement ends at the boundary of proprietary forks that pay their way out of copyleft.

Encouraging corporations to pollute the Matrix network with proprietary clients will surely introduce fragmentation to the overall ecosystem. This will only hurt end users.

The other side of the coin is that Element will be in a stable position to pay its devs, which is great! Regardless of that, I'm not a fan of this strategy. Hopefully it will pan out well enough that proprietary forks fail to compete with Element's AGPL repo.

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