What is it about the GSL that is really a deal breaker?

[Varianor Abroad]

So what are the good points of the GSL? That you're allowed to produce 4E content? It has to be viewed in the context that a much freer agreement produced a florescence of content, and now that has been removed.

 

[Brown Jenkin]

It needs repeating over and over again:

Once you sign the GSL, Wizards can frack you over.

No lawyering whatsoever is needed to reach this conclusion: Trying to find loopholes in the GSL is pointless. Trying to weasel yourself out of the GSL is pointless. Debating the finer aspects of the GSL is pointless.

Because you have agreed to "we at Wizards can sue you for no reason, and you will pay our every cost."

So. Don't sign the GSL in its current shape unless you either believe 1) Wizards will be run by angels until time's end, or 2) your operation is small enough you expect to fly under the radar.

You forgot the second part

Because you agreed that WotC can change the license at will without your consent. Any loophole may be closed and any new onerous provisions may be added at any time.

 

[Corjay]

I'm not worried about reprints, and I know the laws about copyright and expression-vs-ideas. My point is . . . well. Let's paint a scenario.

Let's say you released a free adventure under the GSL, as your sole product ever under the GSL. Two years from now, the GSL is terminated for everybody by Wizards. You try to release a "Kingdoms of Kalamar"-type product for 4th Edition, unrelated to thast one GSL adventure. Assuming that "Kingdoms of Kalamar" is absolutely, 100% legal, how does the surviving-termination 10.1 affect your rights to produce that sort of thing?

You've agreed, see, that "Licensee understands and agrees that it is not authorized to, and will not utilize, any Wizards Intellectual Property (other than Licensed Materials), including without limitation any trademarks owned by Wizards, except and unless Licensee has entered into a separate licensing agreement with Wizards authorizing such use." And you've agreed not just that "Wizards Intellectual Property" includes "any patent, copyright, trademark, trade dress, trade name or trade secret right and any other intellectual property or proprietary right owned by Wizards", but also that "Wizards Intellectual Property includes all content contained within the Core Rulebooks".

Now, ideas are not subject to copyright. But the ideas expressed in the Core Rulebooks are arguably part of the "content" of the books, which would make them part of "Wizards Intellectual Property" for purposes of the contract, though not for purposes of general law. This is emphasized by Section 18, where we see "concepts, storylines, or other content", which gramatically includes ideas (concepts and storylines) as a type of content. The way a term is used in one part of the contract can often be a guide for interpretation of the term in other parts.

I think it's reasonably certain that 10.1 tries (how successfully it's hard to say as a non-lawyer) to make sure you sign away nominative use of Wizards trademarks and fair use of Wizards-copyrighted material. What I think is possible is that it also tries to make sure that, if you ever do anything under the GSL, from then on Wizards can sue you for breach of contract if you ever produce any 4e-compatible material without using the GSL.

(Yeah, this is both abtruse and getting away from the thread, since it's not really a showstopper, just an added little spike.)

Read my post again. I was explaining that your view as thoroughly expressed here is not a concern. Yes, they protect their IP. To explain IP, their IP is different than "content" but content expresses their IP. But it is also different than an "idea". A game mechanic is an "idea" and is not covered as a "concept". Their IP is the expression of a fictional world, and is therefore "authored" and covered under copyright. A "concept" is a "story concept."

If a licensee is trying to rip the D&D world for their own game, they deserve what they get. What "D&D world" means, and therefore their IP, is places and beings identical to places and beings in the D&D (or other WOTC product) world within their product. Now, this would include someone else's IP allowed by WOTC under contract (usually OGL or GSL). WOTC has full right to protect their IP, and are also protecting the IP of those who sign the GSL. They could have chosen not to include these statements and still have the protection of their IP under copyright, but there might be confusion on the part of the licensee as to what rights they have toward WOTC's IP and the IP of other licensees. All 10.1 is asking people to do is sign a separate contract for use of IP. The fact that this survives the contract is meaningless, because people would still have to do the same under copyright.

The real concern is that anything they create under GSL is forever bound to the GSL. If the GSL is terminated per 11.1 and 11.3, then they can never produce anything using the IP they connected to the GSL. An added snaffu is that they would not be able to convert the line over to D&D 5.0 without WOTC's written consent.

See, I agree with you about the apparent purpose of clause 10.1. I don't have enough experience in construing these sorts of contracts to know how the word "content" would be read, but your suggestion strikes me as arguable.

I also think it is the word "content" as it appears in clause 6 that is one of the major deal-breakers for Necromancer - once a GSL product is published that contains content that was in an OGL product, that OGL product line has to be stopped. If "content" here has an expansive reading of the sort that you are suggesting, this means that the so-called "poison pill" could be quite far-reaching in its effects (eg if I publish a GSL product with a Fighter in it, does that mean that all my OGL products featuring Fighters, plus all the products in the same line as them, are deemed to be Converted Products which I have to cease publishing in OGL form?).

That isn't the problem of 10.1. That's the problem of 11.1 and 11.3.

It needs repeating over and over again:

Once you sign the GSL, Wizards can frack you over.

No lawyering whatsoever is needed to reach this conclusion: Trying to find loopholes in the GSL is pointless. Trying to weasel yourself out of the GSL is pointless. Debating the finer aspects of the GSL is pointless.

Incorrect. Yes, the GSL screws you over. But to say it's not worth going over the finer points is what is incorrect. As I've said, there's a lot of good points in the GSL. Yes, there are a few points in the GSL that make the GSL too dangerous to sign. But if those points weren't in the GSL, or rather, were re-written to be agreeable, then the other points would be good to have. You have to consider the good points to know where the line is drawn about what needs to be changed in the GSL. The whole GSL does not need rewriting. Only the deal breakers need rewriting.

Because you have agreed to "we at Wizards can sue you for no reason, and you will pay our every cost."

Once again, FALSE! If you want to hang the GSL, hang it for the truth. YOU ONLY PAY COURT COSTS IF YOU LOSE AT THE CASE. This claim that keeps getting repeated is as reprehensible as if making a false claim against a politician. The politician has other things to attack. You don't need to make crap up about him.

So. Don't sign the GSL in its current shape unless you either believe 1) Wizards will be run by angels until time's end, or 2) your operation is small enough you expect to fly under the radar.

That's the gist of a deal breaker.

So what are the good points of the GSL? That you're allowed to produce 4E content? It has to be viewed in the context that a much freer agreement produced a florescence of content, and now that has been removed.

Yes and no. The OGL was careless and handed out ALL WOTC's rights on their product and IP. The GSL is far too strict in 6.1, 11.1, and 11.3 (I will even toss in the licensee's inability to use their own IP after the termination of the GSL in 10.1) for making it costly for anyone to trust WOTC's control of the GSL. The good points of the GSL are not the concern of this thread. If you wish to discuss the good points of the GSL, then you can fork it or start a new thread.

You forgot the second part

Because you agreed that WotC can change the license at will without your consent. Any loophole may be closed and any new onerous provisions may be added at any time.

Again, a standard part of most licenses. It's meaningless to argue this, unless you want to argue thousands of other contracts that already use this. Check your appliance licenses. Heck, most web sites have the same clause. When the license is changed, you can opt out of it, but the problem here is the termination text. If you opt out, you have to destroy your stock. Since the termination text is the problem, don't sign it in the first place.

Please, people, focus on what really matters in this contract, and not frivolous points that aren't actually deal breakers.

 

[Brown Jenkin]

Again, a standard part of most licenses. It's meaningless to argue this, unless you want to argue thousands of other contracts that already use this. Check your appliance licenses. Heck, most web sites have the same clause. When the license is changed, you can opt out of it, but the problem here is the termination text. If you opt out, you have to destroy your stock. Since the termination text is the problem, don't sign it in the first place.

Please, people, focus on what really matters in this contract, and not frivolous points that aren't actually deal breakers.

Sure, I'll argue thousands of other licenses because they are not relevant here. Consumer agreements are a whole other kettle of Fish and are very different in scope and nature to product licensing contracts which are between businesses. As a consumer I have extra legal protection from companies trying to screw me over. Sure they can write whatever they want but many class action suites and consumer protection laws later have shown that those licenses are not worth much when it comes to enforcing onerous provisions. The GSL is different because it is business contract to license the reuse of a Trademark. First off I doubt that there are thousands of Licenses that cover this sort of thing, next if there are they are not public and covered by NDAs, and further I really doubt you have seen them or dealt with them.

As for the termination clause that is a problem right now because you cannot terminate, not that you have to destroy your stock. The change at will with no termination is the problem because tomorrow it may say that instead of destroying your stock you have to pay WotC $1000 for ever product you ever sold. The no termination portion means that you are stuck with whatever they change it to. Both together is where the problem is.

 

[Varianor Abroad]

Yes and no. The OGL was careless and handed out ALL WOTC's rights on their product and IP.

I don't believe so. It handed out rights to use certain portions of their product and IP as defined in the SRD. Mindflayers, beholders, and more are not in there.

I think the word "careless" implies that they didn't think about it, whereas the history of the OGL is one of careful thought sharply executed by a team that knew exactly what they were doing.

Please, people, focus on what really matters in this contract, and not frivolous points that aren't actually deal breakers.

I would find discussing far more interesting if you didn't dismiss the perspective of the participants who are making points that you don't agree with or don't see as important Gamers and publishers might have moral or ethical concerns or other issues. Their concerns are perfectly valid to them.

 

[Corjay]

Sure, I'll argue thousands of other licenses because they are not relevant here. Consumer agreements are a whole other kettle of Fish and are very different in scope and nature to product licensing contracts which are between businesses. As a consumer I have extra legal protection from companies trying to screw me over. Sure they can write whatever they want but many class action suites and consumer protection laws later have shown that those licenses are not worth much when it comes to enforcing onerous provisions. The GSL is different because it is business contract to license the reuse of a Trademark. First off I doubt that there are thousands of Licenses that cover this sort of thing, next if there are they are not public and covered by NDAs, and further I really doubt you have seen them or dealt with them.

Okay, let me get this straight. So the public, who usually can't afford the big lawyers, somehow have greater protection than the businesses who can afford the big lawyers? So you're saying that in two centuries of contract law that businesses have made no grounds in protecting themselves and that somehow contracts with individuals fall under a whole different set of laws than a contract with a business? Yes, the two are different types of contracts, but they are under the same general contract laws. Contract law doesn't discriminate by granting rights to one group and not to another. The only difference between the two is the making of money from the contract.

As for the termination clause that is a problem right now because you cannot terminate, not that you have to destroy your stock. The change at will with no termination is the problem because tomorrow it may say that instead of destroying your stock you have to pay WotC $1000 for ever product you ever sold. The no termination portion means that you are stuck with whatever they change it to. Both together is where the problem is.

And just as contract law protects civilians, it will also protect the businesses. What you're pointing out would easily be identified as extortion in a civil suit and there are laws against extortion in both civil and in criminal court. The law identifies the rights of the licensee not to be extorted. The changes that are allowed under the statement in question are clearly spelled out in contract law. I wish I could prove it to you, but it would take far more research time than I care to invest in a random post on a random internet forum for no more purpose than informing a few individuals.

 

[Scribble]

So we have:

1) No cushion period for discontinuing OGL products in product line conversion (Subsection 6.1)
2) No cushion period for termination of GSL (Subsection 11.1)
3) Total destruction of product line upon termination of GSL (Sebsection 11.3)

Ugg EN2 ate my first attempt... Anyway forgive me if you've answered this already but:

1. Wouldn't the cushion period be the time between when you decide to update a product line, and the time when you publish the update since:

A: You already know you can't do both.
B: You've already decided being able to do the 4e version is more lucrative?

In effect is this a " contract deal breaker" or just a "which avenue is more lucrative decision point" for a company?

2 & 3: This might be out of the scope of what you're doing here but how would WoTC rewrite this part without opening it to abuse? Such as:

A: People who know WoTC will require it to be changed, but want to use the "See WoTC hates us because we're rebels!" angle to sell as much as they can in the "cushion" period?

B: Damage done by product allowed to be printed/sold in the cushion period?

(In my opinion a lot could be done to fix 2&3 by adding another section differentiating effects of termination because of abuse, and termination because WoTC termed all..)

 

[dmccoy1693]

Once again, FALSE! If you want to hang the GSL, hang it for the truth. YOU ONLY PAY COURT COSTS IF YOU LOSE AT THE CASE.

11.4 Injunctive Relief. [FONT=Arial,Arial][FONT=Arial,Arial]Licensee acknowledges and agrees that noncompliance with the terms of this License may cause irreparable injury to Wizards for which Wizards will not have an adequate remedy at law, and that Wizards will therefore be entitled to apply to a court for extraordinary relief, including temporary restraining orders, preliminary injunctions, permanent injunctions, or decrees of specific performance, without necessity of posting bond or security. The existence of these rights will not preclude Wizards from pursuing any other rights and remedies at law or in equity that Wizards may have, including recovery of damages, and each and every remedy will be cumulative and in addition to every other remedy provided hereunder or available at law or in equity. Licensee will be responsible for all legal costs, including Wizards’ attorneys’ fees, associated with any action required by Wizards to enforce the terms of this License.

[/FONT][/FONT]

Ending emphasis mine. You will note that it does not say that the licensee must pay for all cost on actions where Wizards wins. It says "any action required to enforce the terms". Win, lose or draw. The Licensee pays Wizards' lawyers.​

 

[Corjay]

I don't believe so. It handed out rights to use certain portions of their product and IP as defined in the SRD. Mindflayers, beholders, and more are not in there.

I think the word "careless" implies that they didn't think about it, whereas the history of the OGL is one of careful thought sharply executed by a team that knew exactly what they were doing.

Enforcing a contract is different than writing a contract. Yes, the WOTC lawyers know their limits within the contract and the limits of the licensee. But just because they know how to enforce the contract doesn't mean its not a poorly thought out contract.

I would find discussing far more interesting if you didn't dismiss the perspective of the participants who are making points that you don't agree with or don't see as important Gamers and publishers might have moral or ethical concerns or other issues. Their concerns are perfectly valid to them.

I never dismissed anyone's right to their view. I dismissed their assumptions regarding the GSL and the law's enforcement of the GSL. This discussion isn't about their personal feelings based on misinformation. I've corrected their misinformation. If I discard their misinformation, I'm not discarding their feelings, but I'm discarding the cause for their feelings. If people take it personal that I directly address the cause of their concern, then that's their problem. 'm not attacking them. Let's not make this about me. Keep it on track. If you don't like the way I deal, that's your problem. I'm in this conversation and I understand the issues involved. Like it or not, there needs to be my kind of people in such a conversation in order to keep it focused, otherwise there's going to be tangents on things that have nothing to do with the discussion, which here has only to do with deal breakers in the GSL, not with false allegations, not with personal attacks, but with the truth of the situation. So move the focus off of me and back onto the subject.

 

[Corjay]

Ending emphasis mine. You will note that it does not say that the licensee must pay for all cost on actions where Wizards wins. It says "any action required to enforce the terms". Win, lose or draw. The Licensee pays Wizards' lawyers.

The key word in the text you pointed out is "required". If WOTC can't prove their case, then they can't prove that they were required to bring the case.