Hello, I am lawyer with a PSA: almost everyone is wrong about the OGL and SRD. Clearing up confusion.

So, the license doesn't de-authorize for everyone, but does so for anyone who agrees to v1.1?

And, by extension, if you don't agree to v1.1, then v1.0a is still valid for you?

Ergo - this is an all or nothing deal. If they present a carrot that makes you agree to v1.1, all your work, past and future, must be on v1.1?

That would be a relief for those who have published non-D&D games under the OGL. They have no reason to pick up the new license, and so no issues.
The one thing people fear is that they'll try to bully small 3PP and enforce it in other ways. Example: Kickstarter made a deal with them, we don't know the content of the deal, but it could be something like "new TTRPG projects MUST be under 1.1". Similar contracts could go with every major online pdf retailer, which would close the doors to everyone but a few companies just there.
 

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Prime_Evil

Adventurer
To be clear, there is none of @bmcdaniel's "the licensee agrees" language in the document. It states:

A. Modification: This agreement is, along with the OGL: Non-Commercial, an update to the previously available OGL 1.0(a), which is no longer an authorized license agreement.

ETA: Legally, "the licensee agrees" may be implied or imputed to what it actually says -- that seems to be the crux of the issue.
This section seems to rely upon the statement in the section on de-authorisation of the OGL v.1.0, which does include the incantation "the licensee agrees". My guess is that they are hoping nobody notices this.
 

They are likely aware they have no power to unilaterally terminate the older version of the OGL.
I mean, one hopes they're aware, but some of the document is bizarrely written that it's possible they're not.
But it's exceptionally clear what Wizards' position on that question is.
Yeah their position utterly clear - they're saying it doesn't matter if you agree or not, you're done with OGL 1.0a.

So we're kind of back to square one, when the deauthorization first leaked. Can they do it? Lawyers are unsure.
 

"J. You will not attempt to circumvent or go around this agreement in any way, such as by creating separate entities to try to evade payment of royalties."

No opening up a series of companies to keep earnings below $50K/$750K.
 

Umbran

Mod Squad
Staff member
Supporter
To be clear, there is none of @bmcdaniel's "the licensee agrees" language in the document. It states:

A. Modification: This agreement is, along with the OGL: Non-Commercial, an update to the previously available OGL 1.0(a), which is no longer an authorized license agreement.

ETA: Legally, "the licensee agrees" may be implied or imputed to what it actually says -- that seems to be the crux of the issue.

Yes, but license terms do not hold unless both sides agree. And that assertion is in a license term. That term cannot hold to me if I don't ever agree to it.
 


This section seems to rely upon the statement in the section on de-authorisation of the OGL v.1.0, which does include the incantation "the licensee agrees". My guess is that they are hoping nobody notices this.
Out of my depth there. The above is a subsection of Section X, which features no "the licensee agrees" language.
 

Prime_Evil

Adventurer
The one thing people fear is that they'll try to bully small 3PP and enforce it in other ways. Example: Kickstarter made a deal with them, we don't know the content of the deal, but it could be something like "new TTRPG projects MUST be under 1.1". Similar contracts could go with every major online pdf retailer, which would close the doors to everyone but a few companies just there.
I can see them going to Drivethrurpg and saying that if they carry any products released under the OGL v.1.0 after the specified date, they may be at risk of litigation.
 

Dausuul

Legend
Then cite the key cases from a common law country that state that there are other ways of terminating a license other than via the explicit termination clause. The nuances are important.
I'm not making any claims whatsoever about law or legal implications. What I am saying is that the actual written text of the license does not "clearly say" this is the only way to terminate the agreement.

Perhaps, to a lawyer, it does clearly say that. In that case, however, I'm at a loss to explain how this thread has gone on for 48 pages.
 

bmcdaniel

Adventurer
To be clear, there is none of @bmcdaniel's "the licensee agrees" language in the document. It states:

It is there; it is in the preamble which states "by using Licensed Content in this manner, You agree to the terms of this agreement." It is neither necessary nor desireable in drafting contracts for each obligation to be preceded by "the parties agree ..."



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To repeat myself: There are exceptions to everything, including things I've said above. If you want to know all the complexity and nuance, don't look in a forum post. Moreover, even if the advice correctly applies to your situation, there may be consequences that apply to you that are not explored. The fact that I don't know what exceptions, complexity, nuance and consequences are applicable to your specific situation is one reason (among many) that this is not legal advice. So, I'll say what you hear so many lawyers say. This is not legal advice. I am not your lawyer. You can rely on my legal advice only when we have discussed your specific situation and you have entered into an engagement letter with me or my law firm, and have agreed to pay me or my law firm for the provision of legal advice.
 

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