New OGL - what would be acceptable? (+)

[Bohandas]

If the 1.1 is true, we are not ging back to 4e. Because WOC will just sue the next Paizo/PF. Then everything halts until the case finishes or is settled.

There's still plenty of RPGs out there that aren't d20 based. GURPS, Exalted, and Call of Cthulhu come to mind

 

[Gilwen]

My preference would be to maintain the OGL as is but have them issue v1.0b with the language that it cannot be revoked or deauthorized or remove any of the rights or reserve any new rights that 1.0a didn't reserve.

If they want to have a OneD&D compatibility license where they can insert whatever reservations of rights and terminations clauses and royalty fees in that, then that's the appropriate place to do so. This can also allow them to restrict video games, novels, etc., which is appropriate in a compatibility license. This is also the place they can control their brand by preventing things they view as bigoted or otherwise unacceptable. I don't think those restrictions belong in the OGL that is licensing just the base rules mechanics and there's no real IP to protect in the SRD the OGL applies to that would dictate keeping it out of any medium. In regard to bigotry and everything that is in that vein I don't think it belongs in the basic OGL mostly because who is going to make that determination? If someone produces something the community sees a bigoted then the community will make that product fail. WOTC certainly shouldn't have any control over that in the OGL, they have shown they cannot be trusted as a steward.

For me Umbran's number 4 has me conflicted. I think caps might be a better solution, I can't make myself take the turn necessary to have the licensor take a piece of profits since those are easily written away as expenses, Hollywood has shown us how to do this for decades. The accounting is cleaner and better reportable as gross revenue. A smaller percentage and/or capped amounts that are predictable. but again, I think that should be in a compatibility license not the basic OGL license.

Since we are in a very different marketplace that we when the OGL launched or even when 4e came about I think WOTC could build an attractive walled garden to incentivize creators to enter into a compatibility license and get much of what they were trying to force down our throats but without the damage to an entire subindustry that helped make D&D the market beast it is today not to mention those creators that built upon the blocks to innovate into other directions than supporting D&D.
Gil

 

[Lanefan]

The greed monster is here. Giving it the finger isn't making it go away.

How many experience points is it worth if we kill it?

 

[Minigiant]

There's still plenty of RPGs out there that aren't d20 based. GURPS, Exalted, and Call of Cthulhu come to mind

And most of them are fantasy with a focus on dungeon crawler and heroic adventure.


And they also lack even 25% of the 3PP support.

 

[Minigiant]

How many experience points is it worth if we kill it?

62,000 XP

 

[Bohandas]

The thing is 1.0 was a huge gimme to the D&D consumers. If we ask for OGL 1.0 back, we have to give WOTC/Hasbro something in return for all the lost potential profit we are cutting from them and the allowance of other companies to use 1.0 to compete with them.

What we give them is continuing to use their product. We don't owe them anything. They can comply with the users' demands or they can wither and die

 

[Zardnaar]

If 6E was closed eg no OGL fair enough. Disappointed but not pissed.

1.1 fire and blood.

6E forward something close to OGL excluding electronic stuff (games, NFTs, VTTs etc pdf's are fine however) and language preventing a Pathfinder/Level Up type scenario unrevokable no poison pill regarding 1.0 is probably the bare minimum. Make what you want, electronic stuff is ours (except pdfs(no you can't clone our stuff is somewhat acceptable better than a closed system I suppose.

Royalties to use their VTT is fine, no cloning our stuff is also somewhat reasonable (6E forward, no poison pill basically).

 

[AnotherGuy]

What we give them is continuing to use their product. We don't owe them anything. They can comply with the users' demands or they can wither and die

This does not seem like a reasonable approach.

Looking at myself - I have not purchased any direct WotC product in at least 3 years, though they have earned monies from me from DMsGuild acquisitions. That could decrease as I start purchasing 3pp 5e compatible material through DriveThru or direct from the publishers which I have done and do. Then what good does it do WotC that I continue to use their product?
They need to safeguard their asset, most can understand this.

This is not me advocating the leaked license is the answer, this is me supporting the intention of this thread and that I'm understanding of WotC's predicament.

 

[Michael Linke]

In my uninformed opinion, "acceptable" would be if Hasbro made developers choose to either stick with 1.0 OR sign the documents to opt in to using 1.1 exclusively, along with incentives to actually make choosing 1.1 worthwhile.

 

[reelo]

In my uninformed opinion, "acceptable" would be if Hasbro made developers choose to either stick with 1.0 OR sign the documents to opt in to using 1.1 exclusively, along with incentives to actually make choosing 1.1 worthwhile.

Yes. Keep 1.0a as-is (with added "irrevocable" I would accept an 1.0b) for those us of that want to stick to the OSR, or create content for discontinued editions up to and including 5E, and offer a MASSIVELY SCALED-BACK 1.1 for use with OneD&D and up.

 

[TheSword]

I know. But for small publishers, profit margins are small. Specifically, if the profit margin per unit is smaller than revenue-royalty percentage, a successful publisher can lose money, as the royalties eat up the profits. The goal of that item was to prevent this possibility.

Some other terms to prevent that eventuality would be acceptable.



Yeah, but that's a completely different arrangement. Author-publisher is not the arrangement we are talking about here. Specifically, as the author of a novel, your financial risk is limited - you don't put your own money into getting the thing printed and distributed.

For game products, the licensee is assumed to not only be doing the creating, but taking all the financial risk of publishing.

I think the difficulty with basing licensing fees above a threshold on profit, is that it is easy to work the accounts to minimize paper profits. Which I suspect is why WotC is targeting revenue. It’s particularly easy for SME’s that don’t have so many shareholders and are likely to be family businesses or partnerships. Directors can pay salaries - including to themselves to eat up any profits, albeit with personal tax implications, or they can invest back into the business - increasing its value (and their wealth) without generating profit.

A better system is to make the fee based on revenue but, and more modest and scaling as suggested - with increasing percentages only increasing on the sales over the threshold.

I would also suggest while irrevocability is just not feasible (what responsible company would bind its hands like that) a fixed term with review makes more sense. Five years then a review with the understanding that anything published within that time is safe and can continue to be sold even if the license is revoked,

After all, the other big IP’s, Star Wars, LOTR, Warhammer aren’t given in perpetuity. The license is voluntary after all, it should last for as long as it’s working for both parties.

 

[Michael Linke]

The royalty is only for publishers that make ANNUAL revenue of 750k, not life time. And they only pay the royalty on revenue in excess of 750k. And it only counts revenue of licensed works, not total company revenue. And it doesn't count sales prior to January 1, 2024. ("no royalties will be due on any income earned before January 1, 2024 – no matter how much that income is.")

Again (as I said in another thread) I really really really don't buy the idea that there are people out there selling $750k in OGL content a year that can't transition their efforts toward non-OGL content with the one year heads-up that WotC is giving them.

 

[Cadence]

The royalty is only for publishers that make ANNUAL revenue of 750k, not life time. And they only pay the royalty on revenue in excess of 750k. And it only counts revenue of licensed works, not total company revenue. And it doesn't count sales prior to January 1, 2024. ("no royalties will be due on any income earned before January 1, 2024 – no matter how much that income is.")

Again (as I said in another thread) I really really really don't buy the idea that there are people out there selling $750k in OGL content a year that can't transition their efforts toward non-OGL content with the one year heads-up that WotC is giving them.

Do they have to sign 1.1 to get that one year?

Does that potentially give up 1.0a for all time regardless of what turns up with it's revocability?

 

[Michael Linke]

If WotC's stance here is "we always intended for the OGL to empower small studios, not to provide our competitors with unfettered access to our game systems", and the way they're handling that is to let small publishers sell $750k worth of product in a year... I take back what I said earlier. This license is completely fine.

If you're a medium sized publisher selling more than $750k, but not quite enough to stand on your own two feet without access to OGC resources, then maybe split up into seperate entities, each operating under the $750k limit?
The only potentially worrying part then is the idea that WotC can use your content for themselves in the future. I bet the intent here was for WotC to user your novel MECHANICS in the future, not that WotC would gain the right to use original or licensed IP that happens to appear in your products, and if it really is just about permission to use mechanics, i'm once again actually not worried about this.

 

[Kinematics]

If you're a medium sized publisher selling more than $750k, but not quite enough to stand on your own two feet without access to OGC resources, then maybe split up into seperate entities, each operating under the $750k limit?

The license explicitly says you can't do that.

IX. 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.

In addition, since they can terminate and update this license at any time, there's the very high possibility that they intend(ed) to reduce that $750k royalty limit. After all, they also demand everyone report all financials if they make over $50k, so everything between $50k and $750k is open for them to decide, based on their data, that they want a piece of.

 

[Art Waring]

If WotC's stance here is "we always intended for the OGL to empower small studios, not to provide our competitors with unfettered access to our game systems", and the way they're handling that is to let small publishers sell $750k worth of product in a year... I take back what I said earlier. This license is completely fine.

If you read the full 1.1 available here on the forums, you will see that they can revoke the license at any time, and they can also change the terms of the license at any time. Anyone who has signed the new license making 50k or more will potentially be at risk of paying royalties, having their work reapprorpriated by wotc if they get too big, and then resold on the market without paying the creator royalties.

A 25% royalty kills businesses both large and small. Many 3pp's are already skating by an razor thin profit margins, some are even in the red after their kickstarter has ended due to production costs.

This affects everyone who is a 3pp publisher, and the new license will also affect anyone making content, that includes youtubers, bloggers, other vtt's, online tools, tik tok, you name it.

 

[TheSword]

The license explicitly says you can't do that.


In addition, since they can terminate and update this license at any time, there's the very high possibility that they intend(ed) to reduce that $750k royalty limit. After all, they also demand everyone report all financials if they make over $50k, so everything between $50k and $750k is open for them to decide, based on their data, that they want a piece of.

$50k in a year is not an insubstantial amount. Boutique / Cottage self publishers are probably under that threshold.

$750k of licensed product is pretty darn substantial. I get that the first book you make costs you a fortune but every book after that has a pretty darn good margin right? So when we’re only taking about sales over $750,000 that covers a hell of a lot of cost.

What is the suggested alternative to being able to terminate the licence at any time? Not being able to terminate the license? Outside of this case who would willingly enter into an agreement that would tie your hands regardless of the changing circumstances? As one of the legal posts mentioned elsewhere - from a business point of view that’s pretty irresponsible. It’s pretty rare to be in a contract you can’t get out of… ever!

Now a fixed term - with a guarantee protecting work produced in that period seems reasonable. It’s how most business leases work for instance.

I’ve seen the FAQ information that makes it clear that the clause about using your material is to stop creators suing frivolously, not to enable WOC to steal the stuff though I get that people are naturally suspicious. These clauses have been in place for a while though… are there any actual cases where WOC has stolen someone’s work for their own under a licence? From DMsGuild etc or is this just scaremongering.

 

[Kinematics]

$50k in a year is not an insubstantial amount. Boutique / Cottage self publishers are probably under that threshold.

I didn't say otherwise. It's still probably most people who would do this for a living, rather than a side hobby. And $50k is total revenue, not net. Someone who sold $50k worth of material might be scraping by on $20k personal income, at best.

$750k of licensed product is pretty darn substantial. I get that the first book you make costs you a fortune but every book after that has a pretty darn good margin right?

From comments here and there, the profit margin most publishers are working on is in the 10%-20% range. Making the book is a lump sum cost, but printing the book is a pretty large repeating cost. And that doesn't count other fees (eg: Kickstarter fees), taxes, shipping costs, inventory/storage costs, etc.

What is the suggested alternative to being able to terminate the licence at any time? Not being able to terminate the license?

Well... yeah? The GPL, the Creative Commons, most any open source license, they're all implicitly or explicitly irrevokable. So yes, that's a perfectly viable alternative.

Outside of this case who would willingly enter into an agreement that would tie your hands regardless of the changing circumstances?

If some part of the license is subject to "changing circumstances", that's your first clue that this shouldn't be an open license. At the very least it should be a separate contract, and probably a privately negotiated one, not a global public one.

It’s pretty rare to be in a contract you can’t get out of… ever!

Not rare at all. Consider pretty much every piece of open source software on the planet. It's fundamental to most Linux distributions, with the GPL. The world is teeming with such contracts. (Or at least for the duration of the copyright, which is effectively forever for most people in the US.)

I’ve seen the FAQ information that makes it clear that the clause about using your material is to stop creators suing frivolously, not to enable WOC to steal the stuff though I get that people are naturally suspicious. These clauses have been in place for a while though… are there any actual cases where WOC has stolen someone’s work for their own under a licence? From DMsGuild etc or is this just scaremongering.

I didn't make any assertions about the argument over what WotC can use of the licensees' works. I have no specific stance on it at this time.

 

[Michael Linke]

The license explicitly says you can't do that.

Where? If I'm on track to sell $800,000 worth of product this year, you're telling me I'm NOT ALLOWED to scale back my business, produce less content next year, and let some of my contributors leave to form their own company, who may or may not want to start producing content of their own?

 

[Michael Linke]

As far as I can tell, this license is no threat to small teams, or independent creators, that want to make a living producing OGL content. It's only a problem for people who wanted to start business models dependent on the idea that Hasbro would be kind enough to just handle market development for them for free.