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To be fair though, it is also a royalty-free licensing contract.
It stands to reason that the criteria for deciding what constitutes "reasonable" contract terms are probably slightly different when comparing a royalty-free contract to one where the licensee is actually paying money for the licensing rights (such as in your Batman example).
Whether it is free or not is not the point. Any license that allows one party to change the agreement at will and forces the other to either submit or lose their investment in a product is a bad one. Even if you aren't paying one dime for it, a publisher still has expenses. And I don't know how comfortable I am as a publisher investing in paying writers, artists, marketing and production costs for a product that WoTC at any time can make obsolete.
Yes, it is their IP. Yes, they have a right to do what they want. NO, that doesn't make this a good license.
I don't think WoTC is 'evil' or deliberately out to screw people. But I do believe they often suffer from a bad case of legalitis, and do things because their legal department tells them so without really thinking through the ramifications for their license partners. Its like the old saying "never ascribe to malice where ignorance will suffice."
Let's be honest. Did the license get changed because WoTC was really taking the concerns of 3pp to heart, or because so many were successfully creating 4e compatible material legally without a license? Or because so many were successfully continuing to use the existing OGL to produce sellable, quality product?
And like the folks at Paizo said, for many publishers it is too little too late. I've no interest in 4e material. Our 3.5 products are still selling, and our own Karma system is starting to grow. Do I now spread my resources thin to jump on the 4e bandwagon, not knowing what WoTC might change in the license tommarrow? Do I risk resources, in this economy no less, on trying to build a third product line of game materials when that entire investment is at the whim or whether or not some lawyer at Hasbro decided the license needs to be changed?
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Any license that allows one party to change the agreement at will and forces the other to either submit or lose their investment in a product is a bad one. Even if you aren't paying one dime for it, a publisher still has expenses. And I don't know how comfortable I am as a publisher investing in paying writers, artists, marketing and production costs for a product that WoTC at any time can make obsolete.
Business is full of risk, and businesspeople make decisions all the time by assessing risk against reward. If, for you, the rewards that come from playing in the D&D sandbox aren't worth the risk you perceive in the GSL, that's a perfectly rational stance to take.
And I agree that the risk of WotC suddenly killing off your product is very real. Who knows what WotC--or anyone--will do in the future, no matter what their behaviour or apparent intent is now?
But there are mitigating factors. The long sell-off period (in the frontlist-oriented world of RPG publishing, most products have made 90% of their sales within six months) and WotC's past behaviour (as Clark pointed out) through the d20L era are two of them.
Nonetheless, YMMV. That's fine. But expecting WotC to craft an open contract in any terms other than what best protects their interest is pretty unrealistic.
Do I have this right? The "decency clause" was *not* in the original d20STL, but added in about the same time the Book of Erotic Might was about to launch.
It seems like there was one other significant change made at the same time, but I'm blanking on it.
Do I have this right? The "decency clause" was *not* in the original d20STL, but added in about the same time the Book of Erotic Might was about to launch.
It seems like there was one other significant change made at the same time, but I'm blanking on it.
It was added specifically because of the Book of Erotic Fantasy.
1. One title. Out of zillions of 3P products released under the OGL.
2. A defined sell-off period is part and parcel of every licensing agreement. Usually they're like 2 weeks. WotC gave months.
How about reasonable people: It's a licensing contract. I might not love every element of it, but in the grand scheme of things it's pretty reasonable.
Agreed 100%. That first post was rubbish.
Frankly, the BOEF was garbage and is EXACTLY the kind of product that content owners make license restrictions for--they dont want their brand affiliated with total crap. So the fact that there is a license that interfers with BOEF means the license is working correctly.
As for the d20 STL ending, all content/branding licenses have the chance to end. You always have to deal with that. In this case, they let you scrub off the logo and keep selling the stuff. That is MORE than reasonable. And the current license has a 6 month sell-off period. Again, more than reasonable.
Anyone who wants to hate on Wizards for the terms of the license simply doesnt use licenses. This stuff isnt particularly objectionable and any objection to it for those reasons is unreasonable.
__________________ Clark Peterson
Necromancer Games
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In my opinion (based on what it appears has happened in the past) if your product is making waves, and people are talking about it, but it happens to have some content that might be questionable... you're probably good to go.
If on the other hand your product is making waves and people are talking about it BECAUSE of the questionable content it contains... you're probably not.
Thats how I saw the whole BoEF thing... That book only made any attention for itself because it was a book about doin "the nasty" in D&D (complete with naked chicks in elf costumes) and not because it was a good book, that happened to have some stuff about sexual themes in D&D.
Let's be honest. Did the license get changed because WoTC was really taking the concerns of 3pp to heart, or because so many were successfully creating 4e compatible material legally without a license? Or because so many were successfully continuing to use the existing OGL to produce sellable, quality product?
The license got changed because it was a failure and because people dont like failures. The GSL, as it originally existed, totally failed in all ways to get third parties to support 4E under that license. They werent afraid that people were supporting 4E with non-GSL created products. They took our comments to heart and made changes to make the license actually accomplish its stated goal--to get 3P support. Did they listen to us? Yes. The changes that came about are the direct result of my input and my proposed drafted changes. I sent Scott multiple versions of drafts and changes and he incoporated that stuff into his thinking that subsequently went to Wizards legal. The amount of OGL products for 4E is really not that significant right now. That wasnt bothering them. What bothered them is that they made this license and no one is using it. And people dont like doing somehting that just flat winds up sucking. They tried to make a good license, but what they made was a camel--a horse by committee. They tried to serve too many diverse masters in the first version and wound up serving none. So they took our input on what had to change. I told them what had to change. I told them we need an opt out and we need section 6 to go away. I also included some "wish list" items such as monster stat blocks. We got our mandatory stuff, didnt get our wish list stuff. And there you have it. Listen, I worked directly with Scott on a good amount of this stuff. In the end it is his work, but this was based on feedback from the publsihers because they want a license people will actually use. They dont want a failure. And that is what the GSL was--a total abject failure. Now it isnt.
And I hope to see all the prior larger 3E publishers on board--I'd love to see GR use it, I'd love to see Monte raise Malhavoc and use it, etc. And I hope they will. Now, there is little reason not to.
Clark
__________________ Clark Peterson
Necromancer Games
www.necromancergames.com
Frankly, the BOEF was garbage and is EXACTLY the kind of product that content owners make license restrictions for--they dont want their brand affiliated with total crap.
Interesting then that the Book of Erotic Fantasy was co-written by a WotC employee and published by the guy who used to be in charge of D&D.
There are, in fact, quite a few reasons not to use the GSL, which have been enumerated over the last few pages of this thread. And that's not even taking into account questions of whether or not the publishers want to support 4E at all.
And by the way Clark, great work elevating the discussion. So far you've referred to other products as being "garbage," suggested that those who complain about the GSL are just ignorant (because they don't use licenses) and those who object to it are "unreasonable," and objectively said that there's "little" reason not to use the GSL, despite a number of people, including publishers, having raised some very valid points over the last few pages of the thread.
Quality replies, all.
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What bothered them is that they made this license and no one is using it.
That part I'm willing to accept. To spend man-months of time on a license that no-one uses has a lot of fail in it, so I can see this being a lot of the reason for an update.
Quote:
And people dont like doing somehting that just flat winds up sucking. They tried to make a good license, but what they made was a camel--a horse by committee. They tried to serve too many diverse masters in the first version and wound up serving none. So they took our input on what had to change. I told them what had to change. I told them we need an opt out and we need section 6 to go away. I also included some "wish list" items such as monster stat blocks. We got our mandatory stuff, didnt get our wish list stuff. And there you have it. Listen, I worked directly with Scott on a good amount of this stuff. In the end it is his work, but this was based on feedback from the publsihers because they want a license people will actually use. They dont want a failure. And that is what the GSL was--a total abject failure. Now it isnt.
Clark
A lot of the rest of this ... is hard to verify. You might consider that the whole process might have been set as an extensive bargaining session, where WotC floated what they knew would be hard to accept, in part to back folks off of the OGL, and in part to gauge the reaction and to see how much to put back in to get usage.
Interesting then that the Book of Erotic Fantasy was co-written by a WotC employee and published by the guy who used to be in charge of D&D.
A guy who, in the midst of doing that, made a lot of 3pp upset because he interpreted the license creatively, to say the least, and who then was let go from WotC pretty promptly.
Could be coincidence.
And was he really in charge of D&D, or was he in charge of the d20STL? I can't really remember anymore.
/M
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"All editions of D&D are awesome." - Fifth Element (EN World Forums, 2008)
”The tendency to confuse personal taste with objective quality is nearly universal.” - Robin D. Laws – Robin’s Laws of Good Gamemastering (Steve Jackson Games, 2002)
As far as the morals clause goes--well, it's okay to cry about censorship and freedom when its your own neck on the line, but if your creating a product that is "spun off" or using somebody's else's creation, you shouldn't drag them into a fight they might not want to have.
Silly question. Is HASBRO or WotC legally responsible if you bludgeon someone to death with a 4th edition PHB since it was their product? Why would they be responsible for something someone else writes or decides to misuse any of their products, be it physical or intellectual?
Without some connection between the two WotC could claim deniability. Without the SOA, WotC is not directly connected to the 3PP materials. With the SOA, is where they open themselves up because they are bound to a 3PP. So just like they could claim a portion of the 3PP product, they must also take the bad with the good they want.
Likewise a 3PP cannot be held responsible for WotCs debts just because they are using their IP.
The GSL could simply contain, and should, that any 3PP is the sole responsibility of its creator, and WotC is only liable for its material in its published products, and not the misuse thereof in any 3PP product.
So if a BoEF came out of 4h, WotC would have it known in the license that it isn't their fault. Likewise someone could write the "Book of Goblin Porn" and have it compatible with 4th edition, without using the GSL. So they really didn't solve anything.
Kingdoms of Kalamir still says compatible with 4th edition without using the GSL. So no reason the "Book of Goblin Porn" can't turn up and say the same thing, and without the GSL, WotC has nothing really they could do to stop the book without going to court and try to fight over it.
So that clause has really done nothing except waste a lot of lawyers and Scott's time probably. You cannot control the minds of other people.
I feel bad for Joe and I'm sorry I was so harsh on him, but I had to nip that in the bud right out of the chute. I appreciate where he is coming from. He's right to call attention to the provisions that remains and to let people make up their own minds. But what he doesnt have is actual publishing experience with the license and a historical understanding of the licneses since their infancy and inception, which, by fortunate accident, I do. The GSL is essentially no more risky than the old d20 STL which lots of people used for a long time. Similar and often identical provisions. It is not scary in any way. Plus, as I think I previously pointed out, if you want a barometer for whether or not Wizards is going to "use the license for evil" just see what they have already done--the very first change they make is an improvement, an expansion, an addition of content, a reaction to the comments of the community, a removal of the poison pill and over all good guy good partner good neighbor attitude. If you STILL want to say they are the evil empire, then I just cant save you from that at this point. You're just going to ignore all evidence to the contrary. Look, do I love every part of it? No. Should they have just listened to me from day 1? Yes. Should they have adopted all my suggestions? Yes. Did they? No. Should this have all happened much much faster? Hell yes. But is this a great change and now a license that is on par with prior licenses and totally acceptable to people who did 3E products for years? Absolutely.
Thanks, Mistwell, by the way
No need to feel bad man. I don't take it personally. Like I said, and I think you would agree, my take on the legal provisions was accurate. My take on what MAY logically happen based on those provisions is accurate. No lawyer would disagree with me there, I don't think. Where we differ is in our opinions of the business decisions to make based on that reading of the contractual provisions.
The bottom line is, as I stated, you have a working knowledge of the industry and I do not. Also, most importantly, I have no skin in the game. You do. And green skin at that. How you or anyone else chooses to weigh the risks vs. rewards of the contractual terms is a business decision, not a legal one. I only pointed out the legal terms and gave a plain language interpretation of the powers it gives WOTC. We differ in our business analysis.
If lawyers didn't have different opinions on things there would be no need for lawyers.
edit--I just wanted to add that I am glad you feel comfortable enough to publish material for 4e. While don't play or like 4e, I think the D&D brand brings more people into the hobby than probably all other brands combined. While I don't have much need for new players in my game, based on my brother and sister-in-law's insane reproductive abilities, I do love the tabletop RPG hobby. So I wish 4e all the success it can get. Your support can only help that.
__________________ ~Joe
If you like what I said, throw me some XP. I was a goblin sharpshooter for far too long.
Silly question. Is HASBRO or WotC legally responsible if you bludgeon someone to death with a 4th edition PHB since it was their product? Why would they be responsible for something someone else writes or decides to misuse any of their products, be it physical or intellectual?
They may not have any legal responsibility, but anything written for D&D is going to reflect on the brand of D&D - most people won't know or care that a BOEF (just as an example) was put out by a third party and not WoTC. It has the potential to reflect poorly on them, and as a result they'd like to reduce that potential.
(And to address someone else's qustion, Anthony Valerra was the brand manager of D&D and the person behind the BOEF if I'm remembering correctly. He had Scott Rouse's job, basically).
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There are, in fact, quite a few reasons not to use the GSL, which have been enumerated over the last few pages of this thread. And that's not even taking into account questions of whether or not the publishers want to support 4E at all.
And by the way Clark, great work elevating the discussion. So far you've referred to other products as being "garbage," suggested that those who complain about the GSL are just ignorant (because they don't use licenses) and those who object to it are "unreasonable," and objectively said that there's "little" reason not to use the GSL, despite a number of people, including publishers, having raised some very valid points over the last few pages of the thread.
Quality replies, all.
The bottom line is that it's Clark's money to do with as he pleases. He read the GSL, did his legal analysis, presumably saw the same risks I did legally speaking, and decided it was worth the risk based on past business practices and industry norms. If he seems defensive, maybe it's because to a certain degree this is his "baby." As he stated in an earlier post, he put a lot of work into it. Maybe he's too close to it. They say lawyers should never act as their own attorneys because they are too close to the matter to be objective.
Who knows.
Who cares.
The bottom line is that Clark made the decision to go for it. He did the legal and business analysis and decided to publish under the GSL.
Everyone should make their own legal and business analysis and make their own decision. Everyone has different needs and issues to consider. Everyone who is deciding whether they should publish under the GSL should go talk to a lawyer, someone who deals in these types of matters, not your brother's divorce lawyer or the guy who did your mother's Will. Then talk to other publishers in this business. Then examine your own particular unique situation and your vision of where you want to take your publishing business. Then make a decision. Your own decision. To do something just because someone else is doing it is just, to put it bluntly, stupid.
I'd bet a dollar Clark doesn't want to be perceived a giving legal advice on these boards in any way, shape, or form. I doubt he is saying that just because he is doing it that everyone should do it.
He is just telling everyone what he is doing, and how he views the matter for him personally. Since everyone's situation is unique, do the same thing he did and evaluate the opportunity for yourself. Then decide.
/ass coverage on/ Again, don't ever take a word of anything I say here as legal advice. /ass coverage off/
Joe
__________________ ~Joe
If you like what I said, throw me some XP. I was a goblin sharpshooter for far too long.
And by the way Clark, great work elevating the discussion. So far you've referred to other products as being "garbage," suggested that those who complain about the GSL are just ignorant (because they don't use licenses) and those who object to it are "unreasonable," and objectively said that there's "little" reason not to use the GSL, despite a number of people, including publishers, having raised some very valid points over the last few pages of the thread.
Quality replies, all.
Alzrius, you misunderstand Clark's statements I think.
Clark is putting things in perspective. Most licensing arrangements work like this for IP.
You pay a license fee and/or royalties.
You submit all work for approval.
You have a limited time to hold it, expiring after a certain point.
Most licenses by nature tend to favor the owner of the property, at least slightly.
The OGL was a very unusual license, and in some ways it kind of spoiled the publishers. I think Clark is just reminding people that the current revised GSL is what could be considered a reasonable license from a publisher. You're not likely going to get the OGL back for 4e or future editions of D&D.
Most businesses consider licenses on this point, and they are aware there are tradeoffs--most licenses are a tradeoff. The key value of the license is the tie to D&D--is it worth giving up some control for the benefit. That's a question every licensee asks.
Now, I can understand why some publishers don't want to support the 4e rule set, or believe their existing systems are a better business model, that's reasonable.
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"Maybe"? I think when you've degenerated to name-calling and childish insults, to say nothing of broad characterizations regarding everyone who disagrees with you, then you've long since crossed that line.
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They may not have any legal responsibility, but anything written for D&D is going to reflect on the brand of D&D - most people won't know or care that a BOEF (just as an example) was put out by a third party and not WoTC. It has the potential to reflect poorly on them, and as a result they'd like to reduce that potential.
Keep in mind too that the GSL allows the use of the D&D Logo/Trademark and Trade Dress. This ties GSL products tighter to 4e and thus D&D/Hasbro.
Put it this way. A license is a sign of trust between two partners. You're basically agreeing to act in good faith. 98% of the licensees will do nothing to upset that balance. The other 2% might try to push the envelop or try to find loopholes in things or exercise very poor judgment--the reason you have restrictions on a contract is to prevent "worst case scenarios".
These "slippery slope" arguments don't really hold water to WoTC behavior. Heck, they may still want to release a BoVD or the like. But because it's their reputation and their product on the line, the clause is their to prevent the "line-steppers" from hurting them.
__________________
Forum FYI:
Kask is not the famous Tim Kask of the early days of TSR
I am that weird guy you see buried deep down in the credits section on many of EGGs later products.
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