Memoria is dual-licensed from version 2.0.0-beta onward. Every 2.x version — alpha, beta and release alike — is offered under either the Reciprocal Public License 1.5 or the Memoria Commercial Licence below. You choose which one you use it under.
Versions 1.x were released under the Apache License 2.0 and remain under it. A version is licensed under the terms it was released with.
| You are… | Use Memoria under | Cost |
|---|---|---|
| Using a 1.x version | Apache License 2.0, as before | Free |
| Building software whose source you release under the RPL — including software you only deploy, such as a web application, and never distribute | Reciprocal Public License 1.5 | Free |
| A company or individual with less than $5,000,000 USD in annual gross revenue, or a registered non-profit with less than $5,000,000 USD in annual total budget, and you meet the other Community eligibility terms | Commercial Licence, Community edition | Free, always |
| Anyone else who does not want to release their source | Commercial Licence, Standard, Professional or Enterprise edition | From $299 USD a year or $29.90 USD a month, see the editions |
The RPL is an open-source licence approved by the Open Source Initiative. It is a strong copyleft licence: you may use, modify and distribute Memoria free of charge, on condition that the source of the software you build with it is released under the RPL too. Unlike the GPL, that condition is triggered by deploying the software for others to use, not only by distributing it, so a hosted service or an internal line-of-business application built on Memoria must publish its source under the RPL just as a shipped product must. If that is not what you want, the Commercial Licence is the alternative. The full text is at opensource.org/license/rpl-1-5.
| Edition | Who it is for | Scope | Support | Per year | Per month |
|---|---|---|---|---|---|
| Community | Organisations and individuals that meet the eligibility terms | The Licensee and its Affiliates, any number of Developers | GitHub issues | Free, and always will be | Free |
| Standard | Organisations that do not qualify for Community | One legal entity, up to 10 Developers | GitHub issues | $299 USD | $29.90 USD |
| Professional | Larger teams | One legal entity, up to 50 Developers | Email, first response within two business days | $999 USD | $99.90 USD |
| Enterprise | Organisations wanting one licence for the whole group | The Licensee and all its Affiliates, unlimited Developers | Email, first response within one business day | $2,999 USD | $299.90 USD |
Every edition grants the same rights to the software itself: use Memoria in closed-source software, modify it, and ship it as part of your products. The editions differ only in who and how many people are covered, and in the support that comes with them.
A paid edition is a subscription, paid yearly or monthly. Paid yearly, it runs for twelve months from purchase and renews for another twelve; paid monthly, it runs for a month and renews month by month, at a tenth of the yearly price, so a year paid monthly costs a fifth more than a year paid up front. Either way it covers every version of Memoria released while it runs, any number of projects and products, and renews at the price then published.
Launch offer. While 2.0.0 is in beta, any paid edition bought before the stable 2.0.0 release is half price for its first term, yearly or monthly, and renews at that same half price for as long as the subscription is kept unbroken. Early adopters take a beta on; the offer is what that is worth.
To license a paid edition, or to ask about any of this, reach out via LinkedIn.
The Community edition is free for:
Government or quasi-government agencies do not qualify.
Note: an entity or organisation may not have ever received more than $10,000,000 USD in capital from an outside source, such as private equity or venture capital, in order to be eligible for the Community edition.
Revenue and budget are measured across the Licensee together with every entity that controls it, is controlled by it, or is under common control with it, over the most recent twelve months. An organisation that stops qualifying keeps its Community licence for 90 days from the day it stopped, which is the time it has to license a paid edition or move to the RPL.
This Memoria Commercial Licence Agreement (the “Agreement”) is between Luca Cammarata Briguglia (the “Licensor”) and the individual or legal entity that accesses or uses the Software under it (the “Licensee”). By using the Software under this Agreement rather than under the Reciprocal Public License 1.5, the Licensee agrees to these terms.
1.1 “Software” means Memoria, version 2.0.0-beta and every later version, in source and binary form, including every package published under the Memoria NuGet prefix and the Memoria Web tool, together with its documentation, and every update, upgrade, pre-release and modification of them that the Licensor makes available.
1.2 “Affiliate” means any entity that controls, is controlled by, or is under common control with the Licensee, where “control” means the direct or indirect power to direct the management of the entity, whether by contract or otherwise, or ownership of fifty percent (50%) or more of its outstanding shares or beneficial ownership of it.
1.3 “Developer” means an individual, whether an employee or a contractor, who writes, modifies, compiles or builds source code that references the Software, at any time during the licence term.
1.4 “Edition” means one of the Community, Standard, Professional or Enterprise editions described in section 3.
1.5 “Licensee Product” means software developed by or for the Licensee that incorporates or depends on the Software.
1.6 “Community Eligibility Terms” means the conditions in section 4.
2.1 Subject to this Agreement and, for a paid Edition, to payment of the applicable fees, the Licensor grants the Licensee a non-exclusive, non-transferable, worldwide licence, for the term of the Agreement and within the scope of the Licensee’s Edition, to:
(a) use, reproduce and modify the Software to develop Licensee Products;
(b) compile the Software, and modifications of it, into Licensee Products;
(c) distribute and deploy the Software, in binary form, as part of Licensee Products, to the Licensee’s customers and users, without any obligation to release the source of the Licensee Product; and
(d) make copies of the Software as reasonably required for backup, testing, continuous integration and deployment.
2.2 Nothing in this Agreement obliges the Licensee to release the source code of any Licensee Product. That is the difference between this Agreement and the Reciprocal Public License 1.5.
3.1 Community. Free of charge. Covers the Licensee and its Affiliates, with no limit on the number of Developers, for as long as the Licensee meets the Community Eligibility Terms.
3.2 Standard. Covers one legal entity and up to ten (10) Developers.
3.3 Professional. Covers one legal entity and up to fifty (50) Developers.
3.4 Enterprise. Covers the Licensee and all its Affiliates, with no limit on the number of Developers.
3.5 A Licensee whose use exceeds the scope of its Edition must license an Edition that covers it. The fees and support terms per Edition are those in section 6 as published at lucabriguglia.github.io/Memoria/license.html on the day the Licensee accepts the Edition, and form part of this Agreement for that Edition.
3.6 A paid Edition covers any number of projects and Licensee Products.
4.1 The Licensee may use the Software under the Community Edition only if:
(a) it is a company or an individual with less than $5,000,000 USD in annual gross revenue, or a registered non-profit organisation with less than $5,000,000 USD in annual total budget;
(b) it is not a government or quasi-government agency; and
(c) it, together with its Affiliates, has never received more than $10,000,000 USD in aggregate capital from outside sources, such as private equity or venture capital.
4.2 Revenue and budget are measured for the Licensee and its Affiliates combined, over the most recent twelve (12) months. Amounts in another currency are converted at the exchange rate prevailing on the last day of that period.
4.3 The Licensee is responsible for assessing its own eligibility and for reassessing it when its circumstances change. On request, the Licensee will confirm in writing that it meets the Community Eligibility Terms.
4.4 A Licensee that ceases to meet the Community Eligibility Terms may continue under the Community Edition for ninety (90) days from the day it ceased to qualify. Within that period it must either license a paid Edition or move to the Reciprocal Public License 1.5. After it, the Community licence terminates.
4.5 The Community Edition will remain free of charge for every Licensee that meets the Community Eligibility Terms. The Licensor may revise the thresholds in 4.1 for future versions of the Software, but never for a version already released.
The Licensee may not:
(a) distribute, sublicense, sell, rent or lease the Software on its own, as a standalone product, as a software development kit, or as part of a product whose primary value is the functionality of the Software itself;
(b) remove or alter any copyright, licence or attribution notice in the Software;
(c) use the Licensor’s name, or the Memoria name or logo, to endorse or promote a Licensee Product without the Licensor’s prior written consent;
(d) use the Software outside the scope of the Licensee’s Edition; or
(e) transfer or assign this Agreement, except to a successor of the whole of the Licensee’s business with the Licensor’s prior written consent, which will not be unreasonably withheld.
6.1 The Community Edition is free of charge.
6.2 A paid Edition is a subscription with a term of either twelve (12) months or one (1) month, chosen by the Licensee at purchase. Its fee per term is:
(a) Standard: $299 USD per twelve-month term, or $29.90 USD per one-month term;
(b) Professional: $999 USD per twelve-month term, or $99.90 USD per one-month term;
(c) Enterprise: $2,999 USD per twelve-month term, or $299.90 USD per one-month term.
6.3 Fees are payable in advance for the term and are non-refundable except where the law says otherwise. A subscription renews for a further term of the same length at the fee published for its Edition and term on the day of renewal, unless either party gives notice before the term ends. The Licensee may change from a one-month to a twelve-month term, or back, at a renewal.
6.4 A paid Edition bought before the stable release of version 2.0.0 is charged at half the fee in 6.2 for its first term, and renews at that same half fee for every consecutive term the subscription is kept without a lapse. A lapsed subscription that is taken up again is charged the full fee.
6.5 Support is provided as follows, by email for the Professional and Enterprise Editions and through the GitHub issue tracker for the others. Professional: a first response within two business days. Enterprise: a first response within one business day. A response is an acknowledgement and a first assessment by the Licensor; it is not a guarantee of a fix or of a fix within any time. The Licensor may revise these support terms for future versions of the Software under section 13.2.
7.1 The Community Edition licence runs for as long as the Licensee meets the Community Eligibility Terms and complies with this Agreement. A paid Edition licence runs for the term the Licensee has paid for.
7.2 The Licensor may terminate this Agreement on written notice if the Licensee materially breaches it and does not cure the breach within thirty (30) days of being notified of it.
7.3 On termination, the Licensee must stop using the Software under this Agreement. Licensee Products already distributed or deployed to customers before termination may keep running, but the Licensee may not build, update or newly deploy Licensee Products with the Software unless it does so under the Reciprocal Public License 1.5 or a new licence from the Licensor.
7.4 Sections 5, 8, 10, 11, 12 and 13 survive termination.
The Software is licensed, not sold. The Licensor retains all right, title and interest in and to the Software, including all intellectual property rights. The Licensee owns its Licensee Products and its own modifications of the Software, subject to the Licensor’s rights in the Software those modifications are made to.
An alpha, beta, preview or other pre-release version of the Software is licensed on the same terms as a release, and its use counts toward the scope of the Licensee’s Edition in the same way. A pre-release may be incomplete, may change without notice before release, and is provided for evaluation and early adoption at the Licensee’s own risk.
The Software depends on third-party packages that are licensed under their own terms. This Agreement does not modify those terms, and the Licensee’s use of those packages is governed by them.
THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR THAT ITS OPERATION WILL BE UNINTERRUPTED.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA OR USE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THE LICENSOR’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY THE LICENSEE FOR THE SOFTWARE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED US DOLLARS ($100 USD) FOR A LICENSEE THAT HAS PAID NONE. NOTHING IN THIS AGREEMENT EXCLUDES LIABILITY THAT CANNOT BE EXCLUDED BY LAW.
13.1 This Agreement is the entire agreement between the parties about the Software under the Commercial Licence and supersedes every earlier understanding about it.
13.2 The Licensor may publish revised terms for future versions of the Software. Revised terms apply only to versions released after they are published; the terms a version was released with continue to govern that version.
13.3 If any provision of this Agreement is held unenforceable, the rest of it remains in force.
13.4 This Agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute arising out of it.
Copyright © Luca Cammarata Briguglia. All rights reserved.