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D&D General Dragonlance's Margaret Weis & Tracy Hickman Are Suing WotC for Breach of Contract

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For fans of the Dragonlance D&D setting, there's some mixed news which has just hit a court in Washington State: it seems that there's a new Dragonlance trilogy of books which was (until recently) being written; but we may never see them. On 16th October 2020, a lawsuit was filed in the US District Court by Dragonlance authors Weis and Hickman asserting an unlawful breach of contract by WotC regarding the licensing of a new series of Dragonlance novels. Indeed, it appears that the first of three novels, Dragons of Deceit, has already been written, as has Book 2, Dragons of Fate.

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The Lawsuit
From the documents it appears that in March 2019 a new Dragonlance trilogy was licensed by WotC; Weis and Hickman wrote a book called Dragons of Deceit, and the draft of a second called Dragons of Fate, and then WotC terminated the contract in August 2020.

The suit asserts that the termination was unlawful, and "violated multiple aspects of the License Agreement". It goes on to assert that the reasons for the termination were due to WotC being "embroiled in a series of embarrassing public disputes whereby its non-Dragonlance publications were excoriated for racism and sexism. Moreover, the company itself was vilified by well-publicized allegations of misogyny and racist hiring and employment practices by and with respect to artists and employees unrelated to Dragonlance."

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NATURE OF THE ACTION

1. Margaret Weis (“Weis”) and Tracy Hickman (“Hickman”) (collectively with Margaret Weis, LLC, “Plaintiff-Creators”) are among the most widely-read and successful living authors and world-creators in the fantasy fiction arena. Over thirty-five years ago, Plaintiff- Creators conceived of and created the Dragonlance universe—a campaign setting for the “Dungeons & Dragons” roleplaying game, the rights to which are owned by Defendant. (In Dungeons & Dragons, gamers assume roles within a storyline and embark on a series of adventures—a “campaign”—in the context of a particular campaign setting.)

2. Plaintiff-Creators’ conception and development of the Dragonlance universe has given rise to, among other things, gaming modules, video games, merchandise, comic books, films, and a series of books set in the Dungeons & Dragons fantasy world. While other authors have been invited to participate in creating over 190 separate fictional works within the Dragonlance universe, often with Plaintiff-Creators as editors, Weis’s and Hickman’s own works remain by far the most familiar and salable. Their work has inspired generations of gamers, readers and enthusiasts, beginning in 1984 when they published their groundbreaking novel Dragons of Autumn Twilight, which launched the Dragonlance Chronicles trilogy. Their books have sold more than thirty million copies, and their Dragonlance World of Krynn is arguably the most successful and popular world in shared fiction, rivaled in the fantasy realm only by the renowned works created by J.R.R. Tolkien (which do not involve a shared fictional world). Within the Dragonlance universe, Plaintiff-Creators have authored or edited 31 separate books, short story anthologies, game materials, and art and reference books in a related series of works all dedicated to furthering the Dungeons & Dragons/Dragonlance brand.

3. In or around 2017, Plaintiff-Creators learned that Defendant was receptive to licensing its properties with established authors to revitalize the Dungeons & Dragons brand. After a ten-year hiatus, Plaintiff-Creators approached Defendant and began negotiating for a license to author a new Dragonlance trilogy. Plaintiff-Creators viewed the new trilogy as the capstone to their life’s work and as an offering to their multitude of fans who had clamored for a continuation of the series. Given that the Dragonlance series intellectual property is owned by Defendant, there could be no publication without a license. In March, 2019, the negotiations between the parties hereto culminated in new written licensing agreement whereby Weis and Hickman were to personally author and publish a new Dragonlance trilogy in conjunction with Penguin Random House, a highly prestigious book publisher (the “License Agreement”).

4. By the time the License Agreement was signed, Defendant had a full overview of the story and story arc, with considerable detail, of the planned trilogy. Defendant knew exactly the nature of the work it was going to receive and had pre-approved Penguin Random House as the publisher. Indeed, Defendant was at all times aware of the contract between Penguin Random House and Plaintiff-Creators (the “Publishing Agreement”) and its terms. In fact, the License Agreement expressly refers to the Publishing Agreement.

5. By June 2019, Defendant received and approved a full outline of the first contracted book in the trilogy (“Book 1”) and by November 2019 the publisher accepted a manuscript for Book 1. Plaintiff-Creators in turn sent the Book 1 manuscript to Defendant, who approved it in January 2020. In the meantime, Defendant was already approving foreign translation rights and encouraging Plaintiff-Creators to work on the subsequent novels.

6. During the development and writing process, Plaintiff-Creators met all contractual milestones and received all requisite approvals from Defendant. Defendant at all times knew that Hickman and Weis had devoted their full attention and time commitment to completing Book 1 and the trilogy as a whole in conformity with their contractual obligations. During the writing process, Defendant proposed certain changes in keeping with the modern-day zeitgeist of a more inclusive and diverse story-world. At each step, Plaintiff-Creators timely accommodated such requests, and all others, within the framework of their novels. This collaborative process tracks with Section 2(a)(iii) of the License Agreement, which requires Defendant to approve Plaintiff- Creators’ drafts or, alternatively, provide written direction as to the changes that will result in Defendant’s approval of a draft.

7. On or about August 13, 2020, Defendant participated in a telephone conference with Plaintiff-Creators’ agents, which was attended by Defendant’s highest-level executives and attorneys as well as PRH executives and counsel. At that meeting, Defendant declared that it would not approve any further Drafts of Book 1 or any subsequent works in the trilogy, effectively repudiating and terminating the License Agreement. No reason was provided for the termination. (In any event, no material breaches or defaults were indicated or existed upon which to predicate a termination.) The termination was wholly arbitrary and without contractual basis. The termination was unlawful and in violation of multiple aspects of the License Agreement (arguably almost every part of it, in fact). The termination also had the knowing and premeditated effect of precluding publication and destroying the value of Plaintiff-Creators’ work—not to mention their publishing deal with Penguin Random House.

8. Defendant’s acts and failures to act breached the License Agreement and were made in stunning and brazen bad faith. Defendant acted with full knowledge that its unilateral decision would not only interfere with, but also would lay waste to, the years of work that Plaintiff-Creators had, to that point, put into the project. Given that the obligation to obtain a publisher was part and parcel of the License Agreement, Defendant was fully cognizant that its backdoor termination of the License Agreement would nullify the millions of dollars in remuneration to which Plaintiff-Creators were entitled from their publishing contract.

9. As Plaintiff-Creators subsequently learned, Defendant’s arbitrary decision to terminate the License Agreement—and thereby the book publishing contract—was based on events that had nothing to do with either the Work or Plaintiff-Creators. In fact, at nearly the exact point in time of the termination, Defendant was embroiled in a series of embarrassing public disputes whereby its non-Dragonlance publications were excoriated for racism and sexism. Moreover, the company itself was vilified by well-publicized allegations of misogyny and racist hiring and employment practices by and with respect to artists and employees unrelated to Dragonlance. Plaintiff-Creators are informed and believe, and based thereon allege, that a decision was made jointly by Defendant and its parent company, Hasbro, Inc., to deflect any possible criticism or further public outcry regarding Defendant’s other properties by effectively killing the Dragonlance deal with Plaintiff-Creators. The upshot of that was to inflict knowing, malicious and oppressive harm to Plaintiff-Creators and to interfere with their third- party contractual obligations, all to Plaintiff-Creator’s severe detriment and distress.


Delving into the attached document, all seemed to be going to plan until June 2020, at which the team overseeing the novels was replaced by WotC. The document cites public controversies involving one of the new team, issues with Magic: The Gathering, Orion Black's public complaints about the company's hiring practices, and more. Eventually, in August 2020, the suit alleges that during a telephone call, WotC terminated the agreement with the statement "We are not moving toward breach, but we will not approve any further drafts.”

Ending the Agreement
The suit notes that "None of the termination provisions were triggered, nor was there a claim of material breach much less written notice thereof, nor was a 30-day cure period initiated." The situation appears to be that while the agreement could not in itself be unilaterally 'terminated' in this way, WotC was able to simply not approve any further drafts (including the existing draft). The text of that allegation reads:

Not only was Defendant’s statement that “we will not approve any future drafts” a clumsy effort to circumvent the termination provisions (because, of course, there was no ground for termination), it undermined the fundamental structure of the contractual relationship whereby the Defendant-Licensor would provide Plaintiff-Creators the opportunity and roadmap to “fix”/rewrite/cure any valid concerns related to the protection of the Dungeons & Dragons brand with respect to approvals. In any event, Defendant had already approved the essential storylines, plots, characters, creatures, and lore for the new Dragonlance trilogy when it approved Plaintiff-Creators’ previous drafts and story arc, which were complete unto themselves, were delivered prior to execution of the License Agreement, and are acknowledged in the text of the License Agreement. In other words, Defendant’s breach had nothing to do with Plaintiff-Creators’ work; it was driven by Defendant’s response to its own, unrelated corporate public relations problems—possibly encouraged or enacted by its corporate parent, Hasbro, Inc.

Basically, while the contract itself could not be terminated, refusing to approve work amounts to an 'effective' termination. Weis and Hickman note that the license itself does not allow for arbitrary termination. The following section of the document is relevant:

Nothing in the above provision allows Defendant to terminate the License Agreement based on Defendant’s failure to provide approval. To the contrary, should Defendant find any aspect of the Draft to be unacceptable, Defendant has an affirmative duty under contract to provide “reasonable detail” of any changes Plaintiff-Creators must make, which changes will result in Defendant’s approval of the manuscript. Accordingly, for Defendant to make the blanket statement that it will never approve any Drafts going forward is, by itself, a breach of the license agreement.

So, the agreement apparently requires WotC to allow W&H to fix any approval-based concerns. Notwithstanding that WotC might be unsatisfied with W&H's previous rewrites, the decision in advance to simply not approve drafts without giving them this chance to rewrite appears to be the crux of the issue, and this is what the writers are alleging is the breach of contract.

Weis & Hickman are demanding a jury trial and are suing for breach of contract, damages, and a court order to require WotC to fulfill its end of the agreement. They cite years of work, and millions of dollars.

Licensing Agreements

Defendant acted with full knowledge that its unilateral decision would not only interfere with, but also would lay waste to, the years of work that Plaintiff-Creators had, to that point, put into the project. Given that the obligation to obtain a publisher was part and parcel of the License Agreement, Defendant was fully cognizant that its backdoor termination of the License Agreement would nullify the millions of dollars in remuneration to which Plaintiff-Creators were entitled from their publishing contract.

So how does all this work? Obviously we don't have access to the original contract, so we don't know the exact terms of the licensing agreement; similarly, we are hearing one side of the story here.

The arrangement appears to have been a licensing arrangement -- that is, Weis & Hickman will have licensed the Dragonlance IP from WotC, and have arranged with Penguin Random House to publish the trilogy. It's not work-for-hire, or work commissioned by and paid for by WotC; on the contrary, in most licensing deals, the licensee pays the licensor. Indeed in this case, the document indicates that Penguin Random House paid Weis & Hickman an advance in April 2019, and W&H subsequently paid WotC (presumably a percentage of this).

Licensing agreements vary, but they often share similar features. These usually involve the licensee paying the IP owner a licensing fee or an advance on royalties at the start of the license, and sometimes annually or at certain milestones. Thereafter, the licensee also often pays the IP holder royalties on the actual book profits. We don't know the exact details of this licensing agreement, but it seems to share some of those features.

On March 29, 2019, Plaintiff-Creators and PRH entered into the Publishing Agreement. PRH remitted the signing payment due under the Publishing Agreement to Plaintiff- Creators in April 2019. Per the terms of the License Agreement, Plaintiff-Creators in turn remitted a portion of the signing payment to Defendant—an amount Defendant continues to retain despite having effectively terminated the License Agreement.


Tortious Interference

On information and belief, Defendant also engaged in back-channel activities to disrupt the Publishing Agreement by convincing PRH that Defendant would prevent Plaintiff- Creators from performing under the Publishing Agreement

There's another wrinkle, a little later. The document says that a second payment was due on November 2019 -- similarly it would be paid to W&H by Penguin Random House, who would then pay WotC. It appears that PRH did not make that second payment to W&H. W&H later say they discovered that WotC was talking directly to Penguin Random House about editorial topics, which is what the term 'tortious interference with contract' is referring to.

By June 2019, Defendant/Hasbro expressly approved a detailed outline of Book 1. In November 2019, PRH indicated that the complete manuscript of Book 1 was accepted and it would push through the second payment due on the Publishing Agreement. At that time, Plaintiff-Creators submitted the complete manuscript of Book 1 to Defendant/Hasbro who expressly approved the Book 1 manuscript in January 2020. Inexplicably, and despite Plaintiff- Creators’ repeated request, PRH never actually delivered the second payment due on approval of the Book 1 manuscript.


What Happened?
Throughout the process, WotC asked for 'sensitivity rewrites'. These appear to include four points, including the use of a love potion, and other "concerns of sexism, inclusivity and potential negative connotations of certain character names." W&H content that they provided the requested rewrites.

One section which might provide some insight into the process is this:

During the writing process, Defendant proposed certain changes in keeping with the modern-day zeitgeist of a more inclusive and diverse story-world. At each step, Plaintiff-Creators timely accommodated such requests, and all others, within the framework of their novels.

It's hard to interpret that without the context of the full conversations that took place, but it sounds like WotC, in response to the previously-mentioned publicity storm it has been enduring regarding inclusivity, wanted to ensure that this new trilogy of books would not exacerbate the problems. We know they asked for some rewrites, and W&H say they complied, but the phrase "within the framework of their novels" sounds like a conditional description. It could be that WotC was not satisfied with the rewrites, and that W&H were either unable or unwilling to alter the story or other details to the extent that they were asked to. There's a lot to unpack in that little "within the framework of their novels" phrase, and we can only speculate.

It sounds like this then resulted in WotC essentially backing out of the whole deal by simply declaring that they would refuse to approve any further drafts, in the absence of an actual contractual clause that would accommodate this situation.

What we do know is that there are two completed drafts of new Dragonlance novels out there. Whether we'll ever get to read them is another question! Dragons of Deceit is complete, Dragons of Fate has a draft, and the third book has been outlined.
 

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Russ Morrissey

Russ Morrissey


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Raistlin was not really asexual, but the curse by the necromancer Fistandantilus didn't allow to enjoy the female beauty because all living beings got old before his eyes. And celibate characters are totally accepted in the fiction even from previous centuries where the people had got other different point of view. And there is a short story about how maybe she found a girl who didn't get old and they could be together a night. The name story was "Raistlin's daughter". Even for a time there was suspects about the character Usha could be Raitslin's daughter. I want to believe there is really a half-irda daughter but she isn't not Usha.

Inclusivity shouldn't be forced. Lara Croft is a very popular example of action girl, and she never needed a positive discrimination quota. Fandom accepted totally the romantic relation between Harley Quinn and Poison Ivy. Other matter is when a popular character has been straight for decades and later he becomes queer. Then it's a too radical retcon, and worse if that same character was believer and prayed and went to the temple every Sunday, or Saturday (more when he, or she, survived attacks by vampires or other supernatural monster). Also there is a serious controversy about a blacklist of authors who aren't welcome because they aren't... "up-to-date".

* I am OK about allowing no-evil draconians or minotaurs, because then the players can try diplomatic channels to find a solution and not always a genocide against evil humanoids.

* HAL, the computer, as AI was a sentient construct, but it couldn't understand the difference between good and evil. They are as mad people who aren't really responsible of their actions.
 


Sacrosanct

Legend
Inclusiveness is not a "far left" thing. It is not political.
Indeed. And even from a pure analytical standpoint, it's been proven a more diverse group is more efficient and better performing. So regardless of opinion or political leaning, inclusivity and diverse groups is objectively a good thing. It shouldn't be political at all. Denying objective data because it runs counter to a bias is what makes it political, sadly.
 


mockman1890

Explorer
Orcs are not a 1:1 representation of black people, indigenous people, or any particular ethnic group. They are simply made into a mortal race and then othered in fantasy stories, using language and tropes very similar to how we have othered peoples in the real world. Increasingly, many of us find this problematic. Using traditional orcs in your fantasy isn't so much racist (orcs aren't real people) but promotes racist thinking.
It sounds like you're saying fictional Othering exacerbates real-life Othering tendencies.

I fundamentally disagree and say that fiction/games can be a place to safely express Othering tendencies, much as it can be a place to safely express "chopping somebody's head off."

Also, Othering doesn't always equal "punching down".

A fantasy of fighting "irredeemably hostile savage tribes"... sounds like both Othering + punching down. A fantasy of fighting slavetraders, or super-high-tech colonialist alien invaders, or ireedeemably evil fascists... this is also Othering, but it's a little different, no? Or are people really going to protest "well, but we should establish that some of the fascists are good?" The fascists are in the story to serve a purpose to provide a common enemy to unite against and that's that.

And no, in a fantasy, it doesn't really matter whether the fascists are 'culturally' fascist or whether they are some kind of innately biologically-evil fascist abominations/demons/undead/flesh-robots.

I really can't imagine someone thinking that "Othering" fantasies are innately worse than violent fantasies...! I don't think either of these urges are good in real life but that is why fiction is a place to express fantasies. And that's pretty much all I can say on the topic.
 

Raunalyn

Adventurer
Also, Raistlin wasn't asexual. He was celibate and viewed sex negatively. Those are not the same as asexual. In fact, his expression of lust towards both Crysania and Takhisis in Legends seems to infer he was not asexual; he just hated those feelings. (Not to mention him having sex with an Irda in Tales...)
Actually, he mentioned that he wasn't interested in sex...it distracted from his pursuit of Magic. He saw Lauranna's beauty because she did not age to his eyes...he admired her beauty, not lust. Crysania he didn't lust after...he manipulated her in his quest to tie her to him so that he could open the portal to the Abyss.

Also, no...he didn't have sex with an Irda in Tales. That was a legend, one he clarified in Dragons of Summer Flame when he meets Usha.
 


Gradine

Final Form (they/them)
It is political. Diversity, inclusion, and equity have been part of the political landscape in the United States for a number of years. Say it's not political carries as much weight as those who argue that games or television shows aren't political.

I mean, yes, absolutely. Everything is political. The point is that one should not make the mistake of approaching diversity and inclusion from a "both sides" approach just because it is generically favored or disfavored by this or that end of the binary American political spectrum. Diversity and inclusion are provably, objectively good, and should be seen as such whether your yard signs are red or blue or green or anything in between.

Diversity, equity & inclusion should not be politically partisan is probably the most correct phrasing, but we're (at least many of us) are living in a country that made light bulbs partisan, so good luck with that.
 


Azzy

KMF DM
It is political. Diversity, inclusion, and equity have been part of the political landscape in the United States for a number of years. Say it's not political carries as much weight as those who argue that games or television shows aren't political.
Sadly, some have chosen to politicize what is simply a matter of basic decency. Opposition to inclusivgeness and diversity can occur in any political party or leaning, though (as can be seen in some celebrities). But it's not a good look for anyone.
 

Sacrosanct

Legend
The problem with embedded, systemic racism is that it can be hard to notice until somebody points it out to you. Even if you are a person of color who has lived with systemic racism against your culture your entire life. Black people can, and certainly have, participated in many of the oppressive elements of society against their own people, for a variety of reasons including ignorance. And then, of course, sometimes folks just don't agree on what is and is not racist and/or how bad of an issue it is. That doesn't mean that systemic racism doesn't exist, or isn't a problem.

Orcs are not a 1:1 representation of black people, indigenous people, or any particular ethnic group. They are simply made into a mortal race and then othered in fantasy stories, using language and tropes very similar to how we have othered peoples in the real world. Increasingly, many of us find this problematic. Using traditional orcs in your fantasy isn't so much racist (orcs aren't real people) but promotes racist thinking.

That's pretty much my position. Maybe I'm over simplifying, but whenever I heard a variation of the "orcs are fiction, they can't be racist because they aren't specifically meant to represent ethnic group X", my go-to reaction is "Well, maybe so, but when you use the same negative characterizations of orcs that have also been used to degenerate ethnic group X, can't you see how those parallels are made?"

so yeah, maybe orcs aren't meant to represent Africans. But orcs are stereotyped and described as being tribal, crude, less intelligent, dark skinned, brutish, and violent. All the exact same things colonials have used to describe Africans. That can't really be ignored
 

I absolutely love Dragonlance, but absolutely all this. The books are filled with some positively dripping melodrama. Main characters can be paper-thin at times. Sturm's death is so foreshadowed that it blunts the emotional impact of his death.

I would further argue that the Dragonlance most of us care the most about, that gives the most warm nostalgia fuzzies (and I could be overstepping in this statement), was last seen around 1987, maybe 1990 at the latest. And that version of Dragonlance is long gone.

D&D's fanbase is absolutely skewing younger these days. Wizards had an intention to bring Dragonlance back for a new audience, otherwise they wouldn't have kicked off this whole process in the first place. Again, I think that there's a lot missing in the account of the legal document. The question not answered for me, is why. What is the reason that Wizards of the Coast would've opened themselves up to this potential liability? Wizards has lawyers, after all. Sure, the explanation provided by the plaintiffs could be true, but it seems awfully thin.

Thinking about it Dragonlance has a lot of problems.

Not just the stupid races and religious type stuff.

Blowing up your world multiple times and not being very good are major ones.

I would put that in a relative perspective. Dragonlance last happened 13 years ago. That‘s two D&D editions ago. So Hickman and Weis are not necessarily widely known at this point in time. I bet, they are banking on an public outrage. But I am not sure that it is a relevant issue to current fans? That people who are playing D&D for a much longer time still remember them is a given. But current fans probably have heard more about Drizzt than Raistlin, Tanis etc.

Also, the books aren‘t exactly world-class literature. They are a nice read, but that can be said about a lot of novels out there. Hickman and Weis vastly overstate the importance of the series.

A number of people here and elsewhere on the web seem to be focusing on the idea that changing kender, gully dwarves, and tinker gnomes is an affront to the identity of Dragonlance. When I think of Dragonlance, I think of, well, dragons. The setting and books have lances, war, romance, draconians, people falling in love with the wrong person, the orders of wizards and knights. Tasslehoff is one of my favorite characters as an adult, but the best parts with him aren't the times when, oops, darn that Tas, he stole something he shouldn't have. No, they're when he is feeling real emotion, acting as the proxy for the reader.
 

That's pretty much my position. Maybe I'm over simplifying, but whenever I heard a variation of the "orcs are fiction, they can't be racist because they aren't specifically meant to represent ethnic group X", my go-to reaction is "Well, maybe so, but when you use the same negative characterizations of orcs that have also been used to degenerate ethnic group X, can't you see how those parallels are made?"

so yeah, maybe orcs aren't meant to represent Africans. But orcs are stereotyped and described as being tribal, crude, less intelligent, dark skinned, brutish, and violent. All the exact same things colonials have used to describe Africans. That can't really be ignored
Funny thing: now colonials are represented that way, except for skin, obviously.
 



Why won't anyone think of the poor oppressed colonials.... 🤷‍♂️

Seriously though, colonials are not described as less intelligent, tribal, or animalistic in sophistication of culture. They are described as brutish, because, well, all the brutalizing they did...
Right. But when we tell we give to listeners only a few aspects of truth. The real difference is if we restrict with good faith or not. And this inclusivness movement is indeed driven by good intentions. But the side effect is to limit freedom of expression. This cannot be avoided and must be kept in mind. There are situations in wich an artist can be placed in a ghetto by paranoic editor choice. Not to say this is the case, but could be it
 

Umbran

Mod Squad
Staff member
My father once told me an unknown saying: "Mule owned by everybody is eaten by the wolves" (because nobody worries about take care it).

The typical English equivalent is probably "the tragedy of the Commons" - individual users, acting independently according to their own self-interest, behave contrary to the common good of all users by depleting, spoiling or failing to maintain the shared resource through their collective action.
 

Sacrosanct

Legend
Right. But when we tell we give to listeners only a few aspects of truth. The real difference is if we restrict with good faith or not. And this inclusivness movement is indeed driven by good intentions. But the side effect is to limit freedom of expression. This cannot be avoided and must be kept in mind. There are situations in wich an artist can be placed in a ghetto by paranoic editor choice. Not to say this is the case, but could be it

Do you have examples of where someone's freedom of expression is prohibited? No one, to my knowledge, is saying you can't express yourself how you want. There are some cases where someone won't let you use their platform to express your expression, but that's neither censorship nor prohibition of expression.

And do you have any examples of where in the effort to increase inclusivity, the creator was "placed in a ghetto"? You say it's inevitable, so I must assume you have plenty of examples.
 

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