Partnership and extension development

[Uffe]

Hi everybody,


I'm in the process of developing an extension or two, and to that end I consulted a lawyer to help me write the license agreement. They had a look at the EA EULA and said I might actually need to be a Sparx partner in order to distribute my own third-party extensions.
I sent an e-mail to Sparx marketing, but it's been almost a week now and I haven't even had an acknowledgement that someone's read it.

So: does anyone know of a different (better) way to contact Sparx concerning the partnership program?
I used the address provided on several pages, like the Technology Partners page.

Or, if someone from Sparx would care to enlighten us: is it permitted under the license agreement to manufacture and sell extensions without being a partner?
Sparx responses only on this one, please. Idle speculation into the interpretation of someone else's license agreement is legally meaningless.

Thanks,


/Uffe

[Geert Bellekens]

Uffe,

I am a partner, and I communicate with Sparx using the email address [email protected]

I doubt if you really need to be a partner to be distributing extensions. I definitely wasn't when I distributed my first add-in.
Back then it was even featured on the 3th party extensions page long before I became a partner.

Geert

[Eve]

As you know, I'm from Sparx. I'm not a lawyer though so the best advice I can offer is that if you're worried about it contact our team and ask for their help.

I'm not personally aware of any restrictions that prevent non-partners from developing an add-in. There are restrictions against distributing EA itself as part of your product, using the API to create a separate derivitate product, onselling EA licenses (without agreement). None of those should prevent selling an EA add-in for use by EA users.

[Uffe]

Hello,

As you know, I'm from Sparx. I'm not a lawyer though so the best advice I can offer is that if you're worried about it contact our team and ask for their help.

Well I did, but they haven't responded. Hence this post.

I'm not personally aware of any restrictions that prevent non-partners from developing an add-in. There are restrictions against distributing EA itself as part of your product, using the API to create a separate derivitate product, onselling EA licenses (without agreement). None of those should prevent selling an EA add-in for use by EA users.

My thoughts exactly. It's a question of the intent of the first point of section 6 I suppose, it does say that you're not allowed to "... adapt, vary, modify, ..., create derivative works of, modify [sic]..." EA.

But I guess I'll just have to wait for marketing to respond. By way of comparison, Microsoft, when faced with a similar query, came back within two business days.

And by the by, it might be a good idea to have someone look over the EA EULA. As I pointed out above, "modify" appears twice in that list and there are several empty points. Doesn't look good. In fact, looks like there are whole clauses missing. (Three, as opposed to just the one in 15.0 and 15.1.)
Are there?


/Uffe

[RoyC]

Uffe,

What Eve said is correct, but I also checked with Tom O'Reilly the Business manager and he said:

"Nothing stopping them from developing and selling an add-in, they don't need a partnership with us.
They can't bundle EA or any of our files
They can't use EA as a server component to do 'things' for multiple people under one license key (but this part and the second point are in our EULA).
If they would like to reach out regarding what clause they think they might have a problem with, I can take a look at it."

Either write to the email address that Geert gave you ([email protected]) or post here and one of us will ensure that Tom gets your post.

I can clean up the typos in the legal section but I can't change any statements. I will make sure that Tom is aware of your comments there.

[Uffe]

Hello,


Many thanks for this clarification. I have sent the question to the marketing address, but there's been no response.
So what my lawyer expressed concern at was the following (I'm translating from Swedish here and IANAL).

• Section 6 states that "[a]ll rights not expressly granted to you are reserve [sic] by Sparx Systems."
• It further states that you may not modify or create derivative works of the software product other than as expressly authorized by the EULA.
• Nothing in the EULA grants you the right to create and distribute extensions to the software product.

I can see where they're coming from. Extensions (by which I include MDG technologies and everything that goes into them; EA add-ins; and Cloud Server plug-ins) aren't mentioned at all, and all rights not explicitly granted the user are reserved for Sparx. This leaves the third-party extension developer (moi) on a somewhat precarious legal footing.

Partners aren't mentioned either, but since there is a partnership program, which presumably operates under a separate agreement, my lawyer felt that extension development might be a specific right granted to partners.
I feel that point was dealt with in Tom's response, but I would appreciate some further clarifications regarding distribution of extensions.

Can I create and sell

• MDG technologies?
• EA client add-ins?
• Cloud Server plug-ins?

... under the EULA?

The third point is not my most immediate concern but the Cloud Server is not covered by the EULA ("Sparx Systems Enterprise Architect Modelling Tool ... Version 15.2  Professional, Corporate, Unified, Ultimate and Lite Editions"), and I can't find any license agreement for it (I haven't purchased it). So if and when I do decide to build some SBPI plug-ins I'd like to know where I stand with that as well.

Many thanks,


/Uffe