New OGL - what would be acceptable? (+)

[Kinematics]

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?

The part I quoted in my post:

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.

Section IX (Warranties and Disclaimers), article J, on page 13.

Now, what constitutes "separate entities", and what qualifies as employees deciding to create their own company, is probably up for some legal wrangling, but in general, what you're saying is exactly what the license is trying to prevent.

 

[Michael Linke]

The part I quoted in my post:

Section IX (Warranties and Disclaimers), article J, on page 13.

Now, what constitutes "separate entities", and what qualifies as employees deciding to create their own company, is probably up for some legal wrangling, but in general, what you're saying is exactly what the license is trying to prevent.

If I create two different LLCs to double my revenue cap, then yes, I'm a bad dude and need to be stopped. I don't think the intent of that clause is to say that I MUST earn as much revenue as possible, and am never allowed to say "my company is going to slow down and maybe not release quite so many books going forward. If you all (employees) want to go start up your own business, have at it."

 

[Cadence]

If I create two different LLCs to double my revenue cap, then yes, I'm a bad dude and need to be stopped. I don't think the intent of that clause is to say that I MUST earn as much revenue as possible, and am never allowed to say "my company is going to slow down and maybe not release quite so many books going forward. If you all (employees) want to go start up your own business, have at it."

Luckily for WotC they can lower the cap for everyone to $350k if that happens with just a 30 day notice. :-(

 

[Zardnaar]

If I create two different LLCs to double my revenue cap, then yes, I'm a bad dude and need to be stopped. I don't think the intent of that clause is to say that I MUST earn as much revenue as possible, and am never allowed to say "my company is going to slow down and maybe not release quite so many books going forward. If you all (employees) want to go start up your own business, have at it."

It just says in any way they can revoke for any reason +or none) with 30 days notice and you can't sue them and you're on the uook for any legal expenses. And they can change the terms.

So yeah if it smells bad they can nuke you because they don't like the colour of your shoes no proof needed.

 

[mamba]

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.

yeah, that is clearly why all the small creators are not worried at all and have not said a word yet.

You not being able to imagine something in a field you have no expertise in and do not care to learn more about just means you have no experience, not that there is nothing to worry about

 

[CapnZapp]

This is a (+) thread. If you aren't interested in talking about what we'd find acceptable in a new license, please find another discussion.

We are talking a lot about what isn't acceptable. But, let us think in terms of a counter-offer.

1) No OGL is revoked. Create the OGL v1.0b - it is the same as v1.0a, but includes the extra words that make it clearly irrevocable. The SRD for 3e, 3.5, and 5e remain under the OGL (and now can be used under the irrevocable license).

2) The new license is the "OneD&D Open License", or somesuch. So, not actually a new version of the OGL. OneD&D may be released under the OD&DOL, so folks who want to work explicitly with OneD&D can do so, and can't revert it to OGL.

3) WotC can reserve rights to commercial videogames, software, movies, TV, novels and such. That's fair.
3a) Non-commercial software and media are allowed. Actual play programs are explicitly differentiated from other reserved media, and explicitly allowed.

4) WotC can have rights to some royalties from big players, but they are a percentage of profits, rather than percentage of revenue. That way, a runaway success product or new publisher can't accidentally find themselves taking a loss due to royalties.

What am I missing? I may take good suggestions from the thread and add them to the list above.

I'm sorry but at this stage the only acceptable position is for WotC to hand over complete control over pre-One D&D to an open source organization. Nobody's going to trust WotC if they offer anything less, where they try retaining control.

I am not a lawyer so I can't provide specific changes. I can only offer quotes pointing out the changes people find unacceptable.

* We can modify or terminate this agreement for any reason whatsoever, provided We give thirty days’ notice.

No, any license where You can destroy a business at your whim is unacceptable

* But if you want to publish SRD-based content on or after January 13, 2023 and commercialize it, your only option is to agree to the OGL: Commercial.
This is preposterously little time.

* We may terminate the agreement immediately if
Nobody will do business with you if you claim the right to shut us down for no reason.

* You agree to give Us a nonexclusive, perpetual, irrevocable, worldwide, sub-licensable, royalty-free license to use that content for any purpose,
No. Just no.

Basically, the new license is the complete opposite of the old license. Instead of WotC opening up its content to licensors, this trappy document is interested in licensors opening up their content to WotC.

In short, the new OGL is pretty much irredeemable, unless everything WotC wants to accomplish is ripped out. So that's a "plus comment", I guess.

But in that case, it must be asked: why not start over with an open license such as Creative Commons instead?

 

[AnotherGuy]

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.

It is way worse than that

• You earn over $50k let us see your books.
• We can change the royalty fee going on into the future.
• We can decrease the $750k going in into the future.
• We can use your content and disallow your license at a whim

 

[Cadence]

The EFF lawyer/game designer Kit Walsh has done some licenses in the past...



---
Image for those with twitter trouble:

 

[Bohandas]

This does not seem like a reasonable approach.

Looking at myself - I have not purchased any direct WotC product in at least 3 years

Ten for me. Hasbro has been on my naughty word list since 2013. But this is a new low

 

[CapnZapp]

The EFF lawyer/game designer Kit Walsh has done some licenses in the past...

I don't think suggesting new licenses is what the threadstarter wanted for this discussion...

(Personally I don't mind)

 

[Umbran]

I'm sorry but at this stage the only acceptable position is for WotC to hand over complete control over pre-One D&D to an open source organization.

You seem to have missed the point of the (+) thread here. You clearly are not on board with the premise set in the OP. So, I think most of this is better fodder for another thread.

 

[Michael Linke]

You seem to have missed the point of the (+) thread here. You clearly are not on board with the premise set in the OP. So, I think most of this is better fodder for another thread.

Now I gotta ask. What's a (+) thread?

 

[Umbran]

Now I gotta ask. What's a (+) thread?

In many threads, when someone wants to talk about X, you will quickly find them having to defend the idea that X ought to e talked about - responses go about how X doesn't exist, how X is a feature rather than a problem, or how the real issue at hand is Y. This frequently derails the intended conversation.

Like, if I start a thread on adding weapon speed factors and weapon vs. Armor type into 5e, it would likely get flooded by people saying these things are crap, and have no business in modern D&D.

In a (+) thread, participation is based on accepting the basic premise laid out in the OP. If what you want to say is that the premise is wrongity-wrong, with wrong sauce, you need to do that in some other discussion.

So, a (+) thread on weapon speed factors and weapon vs armor type would be assuming that you are doing so, what are the best ways to do so, without having to argue over whether you should do so.

 

[Michael Linke]

In many threads, when someone wants to talk about X, you will quickly find them having to defend the idea that X ought to e talked about - responses go about how X doesn't exist, how X is a feature rather than a problem, or how the real issue at hand is Y. This frequently derails the intended conversation.

Like, if I start a thread on adding weapon speed factors and weapon vs. Armor type into 5e, it would likely get flooded by people saying these things are crap, and have no business in modern D&D.

In a (+) thread, participation is based on accepting the basic premise laid out in the OP. If what you want to say is that the premise is wrongity-wrong, with wrong sauce, you need to do that in some other discussion.

So, a (+) thread on weapon speed factors and weapon vs armor type would be assuming that you are doing so, what are the best ways to do so, without having to argue over whether you should do so.

To clarify and condense my responses then, I think most of the license is fine, but WotC should add some more clear incentives to the license so people are getting something in exchange for what they're giving up by signing. I don't know whether it's on WotC to walk back the "deauthorized" thing, since I think a judge will ultimately make that happen anyway if this goes to court. They can probably save a headache by clarifying that 1.0a is only deauthorized for people who opt in to the 1.1 license.

 

[CapnZapp]

You seem to have missed the point of the (+) thread here. You clearly are not on board with the premise set in the OP. So, I think most of this is better fodder for another thread.

The premise seems to be that if only WotC amends the OGL "we're" fine with that. But it's not "us" that the OGL needs to win back. Amendments to the OGL will have to win back the complete evaporation of trust, something the thread does not seem to consider.

So my genuine "+" contribution is to note that it won't be enough to massage the legal details, the various OGL paragraphs.

If you really wish to accomplish the thread's stated goal of writing an acceptable OGL you should discuss what the leak lost WotC, and what changes could bring back that which was lost.

My answer to what was lost is: the 3PP's trust in WotC. My answer to what must be regained is: that trust - to such a considerable degree they would be willing to even keep publishing under OGL 1.0(a) much less a new OGL, restrictive or not.

I think the changes need to be so massive it would make the result unrecognizable as a OGL 1.1b. The new version would have to backtrack nearly every concession it is asking of licensors, and completely reverse the business deal (from "deeply unattractive" if not "fatal to our business" to something like "this feels safe and profitable enough to actually consider").

But in the spirit of plus threads:

WotC cannot reserve the right to make any changes without the approval of the licensor, or at least the ability to opt out of the changes and keep selling existing stuff under old versions. If they stated the grace period was 180 days, not 30 days, and only affected stuff published AFTER that grace period, then the license would at least not be an obvious trap.

WotC cannot ask for a share of revenue. Only actual profit. No company willingly risks ruin by a) having a bad day but still b) have to pay as if the day was good.

WotC cannot ask licensors to just hand over their rights to their stuff. If they want to dangle a carrot (such as "if you choose to grant us these rights we'll halve the fees") that's okay, but the point is, you need to be able to politely say "no thanks I'd rather pay the full charge".

 

[Wulfhelm]

a.) Acknowledge that renouncing the OGL 1.0(a) does not and cannot happen for those who have already published under it, including 5e content. That also seems to be the legally sound position.
b.) Offer a legacy OGL 1.0(b) covering the 3.x SRD (and related) in the future, with strong irrevocability clause as long as licensees conform to the conditions. That should rebuild trust.

As for current and future content: Drop the pretense. Pull the OGL 1.1 altogether. No OGL or other blanket license. Fair use guidelines for non-commercial fan work. Sign individual license agreements with commercial 3PPs. (If you want to keep a boilerplate one available, your call.)

An "open license" with tons of restrictions makes no sense. A royalty-paying agreement will not be signed on a "one size fits all" basis. If you want to keep closer tabs on your IP in the future than you did in the past: Fair enough, your call. Most game companies do that. But trying to obfuscate that fact by publishing a not-really-OGL only invites disaster.

 

[CapnZapp]

I'm sorry but at this stage the only acceptable position is for WotC to hand over complete control over pre-One D&D to an open source organization. Nobody's going to trust WotC if they offer anything less, where they try retaining control.

Sorry not sorry, maybe? (I'm talking to myself)

 

[MoonSong]

Sorry not sorry, maybe? (I'm talking to myself)

Close enough?