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Hello, I am lawyer with a PSA: almost everyone is wrong about the OGL and SRD. Clearing up confusion.
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<blockquote data-quote="pemerton" data-source="post: 8919085" data-attributes="member: 42582"><p>No they haven't. The only point of significant disagreement has between the OP and the other lawyers posting as to whether or not WotC enjoys a unilateral power to bring to an end the licences it has granted. No one but the OP has affirmed that view.</p><p></p><p>The only significant difference between [USER=463]@S'mon[/USER] and me is that he is more confident than I am that there is no interpretive argument under which WotC's withdrawal of its offer would affect the subject-matter of existing licences. And we agree that once the argument goes beyond textual interpretation (eg to include considerations like the FAQ, and other conduct of and representations made by WotC) then there seems to be no argument which would produce any practical undoing of the licences granted, given that even if WotC were to withdraw its offer, existing licensees would retain their power to sub-license to new licensees.</p><p></p><p>I've provided very clear, in depth, analysis, with clear reference to the terms of the offer, the terms of the licence, and general principles of contract law.</p><p></p><p></p><p>What software licences are you talking about? Are they contractual licences? Gratuitous licences?</p><p></p><p>I'm not making a claim about how any software licences work. I'm talking about the OGL, which is a contractual licence in which the licence is expressly started to be granted as consideration for entering into a contract (see section 4).</p><p></p><p>We can unpack more intricate cases if we want.</p><p></p><p>Suppose, for instance, that A takes up the offer from W and publishes a work that contains X as OGC. And suppose that Z is derivative of X, which is some OGC in W's SRD. Under the definition of OGC, Z is OGC because it is derivative of X. A owns the copyright in Z. W owns the copyright in X.</p><p></p><p>For B to publish a work that includes Z, without infringing anyone else's IP rights, B needs a licence from W and another licence from A. W has no power to grant B a licence in respect of A's work. But A does enjoy a power to grant B a licence in respect of W's work, because has been granted that power by W in virtue of the contract that they have entered into (it is part of the consideration that flows from W to A pursuant to section 4). Furthermore, A is contractually obliged to W to make an offer to B of just such a licence (this obligation arises pursuant to sections 2, 3 and 4 of the OGL).</p><p></p><p>So when B takes up A's offer, B is granted a licence in respect of A's copyright in Z, and is also granted a licence in respect of W's copyright in X (this is a sub-licence, in the sense that A is not the copyright owner but is empowered, pursuant to their licence from W in respect of X, to confer a licence in respect of X upon downstream parties). This is why section 4 refers to a grant from the Contributors (plural). The grant of those two licences - one of which is a licence from W (effectuated, as I have just parenthetically explained, by way of sub-licensing) and the other of which is a licence from A - is the consideration that B receives in exchange for B's promise to conform to the terms of the OGL in their use of OGC and Product Identity. Just as section 4 sets out.</p><p></p><p>If B produces some further OGC Q, which is derivative of Z (and hence, let's assume, also derivate of X), and goes on to license that to C, then the analysis will be more intricate, because when C contracts with B C will be granted three licences as consideration (one from W, one from A and one from B). You can unpack the network of these grants of licence by looking at all the interlocking section 15 statements of all the parties.</p><p></p><p>From the fact that, as best I'm aware, WotC has never made a section 15 statement identifying any other contributor of OGC besides the 3E-era ones (UA/Green Ronin, and one of the MMs/White Wolf), we can also see that WotC has not been licensed by anyone else to use any of their OGC. Which is why the suggestion that Paizo has license any OGC to WotC is just wrong. Paizo has <em>offered</em> to do so, given that it offers to license its PF OGC to all the world - but WotC has never taken up that offer.</p><p></p><p>And for obvious reasons, in my view: WotC does not want to get bound up in the complex network contractual obligations that constitutes an OGC ecology. It wants to sit upstream of everyone else</p></blockquote><p></p>
[QUOTE="pemerton, post: 8919085, member: 42582"] No they haven't. The only point of significant disagreement has between the OP and the other lawyers posting as to whether or not WotC enjoys a unilateral power to bring to an end the licences it has granted. No one but the OP has affirmed that view. The only significant difference between [USER=463]@S'mon[/USER] and me is that he is more confident than I am that there is no interpretive argument under which WotC's withdrawal of its offer would affect the subject-matter of existing licences. And we agree that once the argument goes beyond textual interpretation (eg to include considerations like the FAQ, and other conduct of and representations made by WotC) then there seems to be no argument which would produce any practical undoing of the licences granted, given that even if WotC were to withdraw its offer, existing licensees would retain their power to sub-license to new licensees. I've provided very clear, in depth, analysis, with clear reference to the terms of the offer, the terms of the licence, and general principles of contract law. What software licences are you talking about? Are they contractual licences? Gratuitous licences? I'm not making a claim about how any software licences work. I'm talking about the OGL, which is a contractual licence in which the licence is expressly started to be granted as consideration for entering into a contract (see section 4). We can unpack more intricate cases if we want. Suppose, for instance, that A takes up the offer from W and publishes a work that contains X as OGC. And suppose that Z is derivative of X, which is some OGC in W's SRD. Under the definition of OGC, Z is OGC because it is derivative of X. A owns the copyright in Z. W owns the copyright in X. For B to publish a work that includes Z, without infringing anyone else's IP rights, B needs a licence from W and another licence from A. W has no power to grant B a licence in respect of A's work. But A does enjoy a power to grant B a licence in respect of W's work, because has been granted that power by W in virtue of the contract that they have entered into (it is part of the consideration that flows from W to A pursuant to section 4). Furthermore, A is contractually obliged to W to make an offer to B of just such a licence (this obligation arises pursuant to sections 2, 3 and 4 of the OGL). So when B takes up A's offer, B is granted a licence in respect of A's copyright in Z, and is also granted a licence in respect of W's copyright in X (this is a sub-licence, in the sense that A is not the copyright owner but is empowered, pursuant to their licence from W in respect of X, to confer a licence in respect of X upon downstream parties). This is why section 4 refers to a grant from the Contributors (plural). The grant of those two licences - one of which is a licence from W (effectuated, as I have just parenthetically explained, by way of sub-licensing) and the other of which is a licence from A - is the consideration that B receives in exchange for B's promise to conform to the terms of the OGL in their use of OGC and Product Identity. Just as section 4 sets out. If B produces some further OGC Q, which is derivative of Z (and hence, let's assume, also derivate of X), and goes on to license that to C, then the analysis will be more intricate, because when C contracts with B C will be granted three licences as consideration (one from W, one from A and one from B). You can unpack the network of these grants of licence by looking at all the interlocking section 15 statements of all the parties. From the fact that, as best I'm aware, WotC has never made a section 15 statement identifying any other contributor of OGC besides the 3E-era ones (UA/Green Ronin, and one of the MMs/White Wolf), we can also see that WotC has not been licensed by anyone else to use any of their OGC. Which is why the suggestion that Paizo has license any OGC to WotC is just wrong. Paizo has [i]offered[/i] to do so, given that it offers to license its PF OGC to all the world - but WotC has never taken up that offer. And for obvious reasons, in my view: WotC does not want to get bound up in the complex network contractual obligations that constitutes an OGC ecology. It wants to sit upstream of everyone else [/QUOTE]
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Hello, I am lawyer with a PSA: almost everyone is wrong about the OGL and SRD. Clearing up confusion.
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