Does a software developer have a fiduciary duty to the user? I've recently had to learn about fiduciary duty, and it struck me that this seems to apply to software developers. So my questions are Am I right in thinking that a developer has a fiduciary duty to the user? If so, what does this mean for a lot of software development organisations with business models that depend on software that does not entirely respect the interests of its users. For instance, would the developer of an ad-blocker who takes money from advertisers for allowing their adverts to bypass his block be considered in breach of this duty? The rest of this post will explain my reasoning that this fiduciary relationship exists. Suppose that Alice writes some software and sells it to Bob to use. I happen to live in the UK, but from what I have read the same legal framework exists in many countries. The Wex legal dicationary says: Fiduciary duty is imposed whenever confidence is reposed on one side in a contractual relationship, so as to allow that side to exert influence and dominance over the other. Bob is clearly reposing confidence in Alice here. Alice could have included hidden functionality in the program which would work to Bob's detriment. Bob has no practical way of finding out if Alice has done so. In effect Alice has been given control of a part of Bob's computer. In addition to the physical resources, Alice also has indirect access to information stored on the computer that Bob may wish to keep confidential. Alice has "influence and dominance" over those parts of the computer that her program can access. The Free Dictionary says: Courts have neither defined the particular circumstances of fiduciary relationships nor set any limitations on circumstances from which such an alliance may arise. [...] A fiduciary relationship extends to every possible case in which one side places confidence in the other and such confidence is accepted; this causes dependence by the one individual and influence by the other. I've seen lists of fiduciary relationships, but it is plain that all of these are illustrative rather than complete. It may be that a court has never found that a software developer has a fiduciary duty (Google hasn't turned up any), but there doesn't seem to be an obstacle to such a finding. Looking at the second paragraph, it is clear that Bob has placed confidence in Alice. It is not necessarily clear that Alice has accepted such a relationship with Bob in particular, but it seems to me that By offering her program for sale, Alice has accepted a duty to her customers, and That this duty is a fiduciary one by the nature of the trust placed in her by her customers. When Alice wrote the program she was unaware that Bob in particular was going to run it, so it would not be possible for Alice to know exactly what the interests of Bob are under all circumstances. However she will still have a clear understanding of the general interests of her users as a class, and she has a duty to act in those interests rather than her own.
You could certainly run the argument: it is unlikely to succeed. Fiduciary duties are either specifically legislated (e.g. company directors) or involve a relationship of confidence (the obligation to keep secrets) as well as trust (e.g. lawyer, doctor). Engineers (including software engineers) do not have this and AFAIK a fiduciary duty between an engineer and their client has never been found, even where the work is a one-on-one commission. For example, an engineer designing a bridge has the duties imposed by their contract to their client and a general common law duty e.g. the bridge won't fall down. Where the engineering is for a mass market commercial product finding a fiduciary duty seems a vanishingly small possibility. The relationship lacks the intimacy required to create one. Reliance on a person's expertise is not enough - that's just a normal contractural or common law duty.
It's hard to give a definitive answer, since the specific details matter. You should read this question and answer, What is a derivate work? for more information. If you're really considering investing the time and energy to create such a product, you might consider getting advice from an actual attorney, and not from strangers on the Internet.
The agreement linked in the question seems to be or to purport to be, for a non-final, non-production version of the board. I have seen such agreements used, both for hardware and software, used when beta-test versions of products are being distributed to those who agree to do such testing, often in exchange for a reduced price on the final product, or an early look. I have also seen similar language used when an evaluation version of a product is provided free, or at a much reduced price. In such a use, it would be a reasonable contract, it seem to me, and I see no reason why if it were agreed to by both parties in such a situation, it would not be binding. Often such agreements also include a non-disclosure aspect, but this one does not seem to do so. I cannot see how such an agreement could be made applicable automatically, without both parties having chosen to agree to it, and indicated this by signing, clicking, or in some other positive way. I doubt that it could be made automatically applicable, on an "by using this product you agree" basis. I don't know of any physical consumer product, or appliance, sold with such an agreement in ordinary commerce. I am not sure what would happen if a manufacturer wanted to require all purchasers to sign such an agreement. I don't know if it would be binding. I would think that the purchaser's rights under the First Sale doctrice, could be modified by a valid contract agreed to by the purchaser. I do not think that they could simply be revoked by a contract of adhesion, which the purchaser had no choice to decline before making the purchase. As the OP says this was not signed or agreed to in any way, I can't see how it binds the OP.
The GPL doesn’t require you to distribute the software to anyone. The only requirement to distribute something is that if you do distribute the software to someone as a binary, you must also distribute the source code to them at no additional charge. The focus of the GPL is ensuring freedom for people who have copies of the software, not ensuring that the software is available to the world at large. Because your final deliverable is source code, you’ve already complied with the requirement to distribute source alongside object code. You have to comply with the requirements in section 5: a) The work must carry prominent notices stating that you modified it, and giving a relevant date. b) The work must carry prominent notices stating that it is released under this License and any conditions added under section 7. This requirement modifies the requirement in section 4 to “keep intact all notices”. c) You must license the entire work, as a whole, under this License to anyone who comes into possession of a copy. This License will therefore apply, along with any applicable section 7 additional terms, to the whole of the work, and all its parts, regardless of how they are packaged. This License gives no permission to license the work in any other way, but it does not invalidate such permission if you have separately received it. d) If the work has interactive user interfaces, each must display Appropriate Legal Notices; however, if the Program has interactive interfaces that do not display Appropriate Legal Notices, your work need not make them do so. You have to license the software to the company that hired you under the GPL v3 (since parts of it were licensed to you under GPL v3), so you can’t stop them from distributing it to the world. But nothing requires you to distribute it to the world.
You have several issues. Breach of Contract When you sign up with each of those services you are entering a legally binding contract and must comply with the terms of that contract. For example, this is taken from Facebook's terms: Here are some commitments you make to us relating to registering and maintaining the security of your account: You will not provide any false personal information on Facebook, or create an account for anyone other than yourself without permission. You will not create more than one personal account. I haven't checked but its a fair bet that the other services have similar terms. Unless you have permission, what you are doing breaches these terms of service. If what you do causes damage to Facebook et al then they can sue you and your employer for damages. Even if it doesn't they can probably bar you from having an account for as long as they like. Improper use of images This is jurisdictional but it is generally required to have the permission of the subject of a photograph where that photograph is used for commercial gain. There are exceptions where the person is not the primary subject (e.g. crowd shots, or images primarily of something else where the person happens to be in the shot) but the type of photos you would use for these services are not going to be exempt. The sanctions for breaching this will be dependent on jurisdiction. Breach of Copyright Somebody owns the copyright in those photographs. If you do not have a licence to use them in the way you propose then you are breaching their copyright. The copyright holder can sue for damages (if any) and any profits you make. Vicarious Liability An employer is strictly liable for the actions of their employees, jointly and severally with the employee. That means a plaintiff can go after either the employer, the employee or both. An employee may have some statutory or contractual indemnity but this is by no means common.
It would depend on how the ownership contract is written. 30% sounds like a minority stake, so I don't know how they could block new investments unless the contract requires a super-majority to approve new rounds of financing. How does the remaining 70% of ownership feel about this? If they are abiding by the terms of the ownership contract I don't see that this is questionable behavior on their part. This is a business relationship. Business partners may come to have different outlooks on the future of the company, and the best way to protect their investment. Consider flipping the viewpoint: "I'm a minority owner in a company I no longer have confidence in. I would like to dissolve the company and sell off the assets to re-coup as much of my original investment as I can. The other owners want to chase this to the bitter end, and do a new round of financing, which will significantly dilute my shares, without (in my opinion) giving the company a real chance of success. What can I do?" When the founder of your friend's company accepted money for shares in the company, they gave up absolute control over the company's direction. Assuming none of the parties are acting in violation of the ownership contract, the most reasonable way to resolve a conflict like this is to buy out the dissenting shareholders.
For cases where this occurred within the United States, with works created on or after January 1, 1978: (the OP has since clarified that their scenario occurred elsewhere) By default, the author (the actual creator) of a work is the owner of the copyright. However, this is not the case if the work is a &quot;work made for hire&quot; for an employer. In that case, the company is considered the author of the work, and owns the copyright. From US Copyright Office Circular 09: If a work is made for hire, an employer is considered the author even if an employee actually created the work. The employer can be a firm, an organization, or an individual. Works are considered to be made for hire in two situations, as described by that circular (emphasis added): a) a work prepared by an employee within the scope of his or her employment or b) a work specially ordered or commissioned...if the parties expressly agree in a written instrument signed by them that the work shall be considered a work made for hire. If no written agreement was signed and no employment relationship existed, then ownership of the copyright to the software would go to the person who wrote it, and they would be able to do anything that a copyright holder could do with a work, including using it however they want or selling it. Do note that this would only apply to software or changes made by the person in this situation. They could not, for example, sell or distribute any other piece of the software written by other people without the copyright holder's permission, even if these pieces are necessary to use the software that this person created.
This could be a problem if the consultancy agreement contains a provision that assigns to the client any copyright in any code created by the consultant. That is why there should be no such provision. In the absence of such a provision, the consultant owns the copyright in the code, so it would be impossible for the consultant to infringe that copyright. Even so, copyright protects a particular expression of an idea, not the idea itself. The idea of an "analyze data" class containing a "read data" function is not itself subject to copyright protection. It could potentially be patentable as a "process," but it would fail to meet the criterion of novelty. It would also fail to meet the criterion of non-obviousness. On the other hand, a software developer cannot (without permission) copy source code that is protected by copyright simply by changing the names. Changing the names would constitute the creation of a derivative work, and the right to create derivative works is also protected by copyright.