Hi there. During an evaluation of Midday for a potential SaaS architecture, a concerning legal contradiction was noticed between the README.md and the actual LICENSE file.
In your README.md under the "License" section, you state:
"This project is licensed under the AGPL-3.0 for non-commercial use."
However, your LICENSE file contains the exact, unmodified text of the GNU Affero General Public License v3.0 (AGPL-3.0).
The Contradiction
It is legally impossible to release code under the AGPL-3.0 and simultaneously restrict its commercial use.
The OSI (Open Source Initiative) definition explicitly forbids restricting commercial usage. Furthermore, Section 10 of the AGPL-3.0 explicitly states:
"You may not impose any further restrictions on the exercise of the rights granted or affirmed under this License."
By putting the unmodified AGPL-3.0 license file in your repository, you are legally granting everyone the right to use, modify, and distribute Midday commercially (provided they also open-source their network-facing modifications under the same license). Any "non-commercial only" clause written in the README is legally void because it violates Section 10 of the license you applied.
The Fix
This "fauxpen source" contradiction is a massive red flag for developers and legal teams trying to adopt your software, as it means the repository's licensing is fundamentally invalid.
To fix this, you have a few options:
-
Adopt a true Dual-License standard (Recommended)
If you want to keep the AGPL, you need to rephrase the README to explain how dual-licensing actually works:
- "Midday is licensed under the AGPL-3.0. This allows free commercial and non-commercial use, provided you comply with the AGPL's requirement to open-source your modifications and provide them to your users over the network."
- "If you wish to use Midday commercially without complying with the strict open-source requirements of the AGPL, you must purchase a commercial license from us."
-
Switch to a custom/Non-Open Source License
If you truly want to ban all free commercial use, regardless of whether the user open-sources their code, you cannot use the AGPL. You must replace the LICENSE file with a "Source-Available" license, such as the Business Source License (BSL) or the Fair Core License (FCL). (Note: This means Midday would no longer be considered "Open Source").
It is highly recommended to update the README to clarify the dual-licensing model so developers and legal teams can safely evaluate the project without encountering contradictory license terms.
Hi there. During an evaluation of Midday for a potential SaaS architecture, a concerning legal contradiction was noticed between the
README.mdand the actualLICENSEfile.In your
README.mdunder the "License" section, you state:However, your
LICENSEfile contains the exact, unmodified text of the GNU Affero General Public License v3.0 (AGPL-3.0).The Contradiction
It is legally impossible to release code under the AGPL-3.0 and simultaneously restrict its commercial use.
The OSI (Open Source Initiative) definition explicitly forbids restricting commercial usage. Furthermore, Section 10 of the AGPL-3.0 explicitly states:
By putting the unmodified AGPL-3.0 license file in your repository, you are legally granting everyone the right to use, modify, and distribute Midday commercially (provided they also open-source their network-facing modifications under the same license). Any "non-commercial only" clause written in the README is legally void because it violates Section 10 of the license you applied.
The Fix
This "fauxpen source" contradiction is a massive red flag for developers and legal teams trying to adopt your software, as it means the repository's licensing is fundamentally invalid.
To fix this, you have a few options:
Adopt a true Dual-License standard (Recommended)
If you want to keep the AGPL, you need to rephrase the README to explain how dual-licensing actually works:
Switch to a custom/Non-Open Source License
If you truly want to ban all free commercial use, regardless of whether the user open-sources their code, you cannot use the AGPL. You must replace the
LICENSEfile with a "Source-Available" license, such as the Business Source License (BSL) or the Fair Core License (FCL). (Note: This means Midday would no longer be considered "Open Source").It is highly recommended to update the README to clarify the dual-licensing model so developers and legal teams can safely evaluate the project without encountering contradictory license terms.