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HeroEngine Support => General Discussion => Topic started by: HE-Cooper on Oct 10, 11, 03:24:16 PM

Title: The HeroCloud End User License Agreement
Post by: HE-Cooper on Oct 10, 11, 03:24:16 PM
Here is the EULA. It's a decent amount of legalese, but there's no hidden gotchas here. The only clauses that might confuse you are the 12.x that address "termination" of our arrangement. It basically outlines how you can get out of the HeroCloud contract. It does NOT say that we can just terminate our arrangement with you for any reason. If we were to terminate the arrangement without legal cause the EULA provides you access to source code to host and operate your own servers. I repeat, if we choose to drop you from the HeroCloud (we honestly don't know why we would do this) you receive the code required to operate your game on your own.

We don't own your stuff. We don't want your stuff. We want a cut of your profits. :-)
We need permission to modify and distribute your stuff, because we have to deploy updates and let your players download the client. We don't give your stuff to anyone, or let people use your stuff that you don't want, or use information about your players.

Attached is also the HeroCloud Pro Amendment, for the early HeroCloud Pro groups transitioning to the new model.
If you don't know what HeroCloud Pro is, you have no reason to read that amendment.





Title: Re: The HeroCloud End User License Agreement
Post by: mproducer on Oct 10, 11, 05:58:49 PM
Here is my feedback.
I am not looking at this as a group of volunteers who may only loose their time if things don't go well. I am looking at this as a business, and spending money for developing art, and coding. So the risks for me is all of the money invested in developing a game on the HeroCloud and the potential for a lack of return due to legal issues in the future.

In 2.4,it says Idea Fabrik will have exclusive license to...

a) Modify. In what way would Idea Fabrik need rights to modify the game? A blanket agreement to allow Idea Fabrik to modify whatever they want? Can this be more specific as to why and what?

b) make available Games. Does this mean that Idea Fabrik would be allowed to grant free access to players? i.e. promotions, trials, without the permission of the developer?

4.3 Support, So we do not get any support for HeroEngine, HeroCloud services from Idea Fabrik? Isn't there an option for some paid support at least? Another risk for the developer. Without support it could impact the completion of a game.

5.2 Idea Fabrik has no obligation under this Agreement to correct any defects or errors in the HeroCloud
Services. I see this as a big risk, what if we get to a public release and we find that there is an issue with Herocloud. If Idea Fabrik does not want to spend the money to fix their side, then we would have lost everything. Again a huge risk on the developer side.

7.3 Feedback. Really? If Idea Fabrik provides any feedback comments to the developer, then that becomes the proprietary property of Idea Fabrik? You could demand money from the developer to use anything derived from the comment, or even legally demand we not use the info in any design or game if not paid since you would own the intellectual property rights. This again is another huge risk for the developer.
These days, a company can be worth money just based on the number of proprietary designs, property, and intellectual property. This could cause Idea Fabrik to be tied to the game forever.

12.2 & 12.3. The license for the engine and pricing is not specified, and would have to be found on a ever changing website in the future. If we agree now, the license could be anything. The current website says to contact you, and does not specify a price. So in two years, the license could be two million dollars. This is another big risk for the developer.








Title: Re: The HeroCloud End User License Agreement
Post by: speedtek_99 on Oct 10, 11, 07:02:54 PM
For the most part, the EULA looks good.  There appears to be plenty of fair protection for both parties.

The one point of confusion for, as stated above, is between 7.1 and 7.3.  They appear to be in conflict at first glance, but I can see how 7.3 would state that the feedback itself, and how it is implemented (not the resulting "product") would be the intellectual property of Idea Fabrik (as are all the inner workings of the engine).

I am no lawyer though, and perhaps some clarification would help stem any confusion.

7.1 Ownership by Developer. Subject to the rights granted to Idea Fabrik under this Agreement, as between the parties, Developer will
own all rights, title, and interests (including all intellectual property rights) in and to the Games and Developer Content (but specifically
excluding the Idea Fabrik Platform).

7.3 Feedback. You acknowledge and agree that any comments, ideas and/or reports provided to Idea Fabrik (collectively, “Feedback”),
shall be considered Idea Fabrik’s proprietary and confidential information, and You hereby irrevocably transfer and assign (and agree to
cause Your employee(s) to irrevocably transfer and assign) to Idea Fabrik all intellectual property rights embodied in or arising in
connection with such Feedback, and any other rights or claims that You may have with respect to any such Feedback.
Title: Re: The HeroCloud End User License Agreement
Post by: HE-Cooper on Oct 10, 11, 07:05:05 PM
EDIT: @mproducer
Most of this is pretty standard boiler plate, and is from contracts signed with many of the biggest game development studios in the business, so I assure you, it's not targeted solely at hobos with you being the only exception.  :) But I'll assuage your fears.  :) Though I'd recommend not reading your iTunes agreement, as you would lose all your hair trying to read it like this. I would also recommend having a lawyer familiar with contract law break it down for you if you really want to dive deep.

2.4 you can't grant other people licenses to be able to distribute your game. We are your distributer (your making games availabler), so you can't somehow host your game somewhere else using our tech and not have us involved. And we don't want you to sue us for preventing you from that access or because we need to push an update to the cloud.

4.3 We cannot guarantee HeroCloud devs support. It's in our best interest to ensure you get it, but with tens of thousands of developers it would be too easy for us to get sued for subjective lack of support. If you are interested in purchasing a support contract we can discuss offline, but the price is not free. :-)

5.2 Again, this is standard boiler plate. We can't guarantee to fix everything that a developer deems to be a defect. We'd be getting sued all day long. It's just how software agreements like this works.

7.3 I think you're reading too much into this, it's really just a cover our ass clause that exists in most contracts. But I will ask the board for feedback to see if we can phrase it so you can't read this much into it.

12.2 12.3 We can't provide a contractual price for source licensing that will exist in the future. Nobody can in this type of contract. iTunes can't guarantee that the price of music won't go up. Autodesk won't guarantee you that Max won't cost you 2 million next year. Technically, source license cost has nothing to do with the HeroCloud, but we outline the bail-out additional costs and options. We've actually locked in enough devs at the current pilot price that I'm not sure if we can provide any short term price assurance, but i will discuss with the board if we can provide a "lock in" price for some reasonable window of time.

Title: Re: The HeroCloud End User License Agreement
Post by: HE-Cooper on Oct 10, 11, 07:09:46 PM
@michael

7.1 which part are you confused about? it says "as per this doc", "you own all your stuff, your idea, your assets, your game", but "you don't own our stuff that we handed over to you".
Title: Re: The HeroCloud End User License Agreement
Post by: OuterNet on Oct 10, 11, 07:12:14 PM

12.2 12.3 We can't provide a contractual price for source licensing that will exist in the future. Nobody can in this type of contract. iTunes can't guarantee that the price of music won't go up. Autodesk won't guarantee you that Max won't cost you 2 million next year. Technically, source license cost has nothing to do with the HeroCloud, but we outline the bail-out additional costs and options. We've actually locked in enough devs at the current pilot price that I'm not sure if we can provide any short term price assurance, but i will discuss with the board if we can provide a "lock in" price for some reasonable window of time.


Are you saying that the HeroCloud will be charged beyond the 30% OR that this involves ONLY the source licensing?
Title: Re: The HeroCloud End User License Agreement
Post by: speedtek_99 on Oct 10, 11, 07:16:07 PM
@Cooper

7.1 looks good - I was just pointing out how there could be confusion between 7.1 and 7.3.
Title: Re: The HeroCloud End User License Agreement
Post by: HE-Cooper on Oct 10, 11, 07:22:50 PM
@OuterNet

if current source license price is 75k / 7%, once your HeroCloud world has gone into production, the cost for you to choose to upgrade to a source license would be 100k / 10%.
Title: Re: The HeroCloud End User License Agreement
Post by: OuterNet on Oct 10, 11, 08:55:53 PM
@OuterNet

if current source license price is 75k / 7%, once your HeroCloud world has gone into production, the cost for you to choose to upgrade to a source license would be 100k / 10%.

Only if we chose to upgrade then right?  Otherwise stays the same if we stay with the Cloud?  Just want to make sure I am understanding this...
Title: Re: The HeroCloud End User License Agreement
Post by: Mirific on Oct 10, 11, 11:08:39 PM
section 6.1
Can you tell me how the proceeds will be paid? Is electronic an option, or would that be via snail-mail from Europe?   :)

Other then the report being sent to us from Idea Fabrik, is there another method for us to be able to track our subscription numbers as often as we like?

How much of the subscriber information are we going to have access to?

section 6.4
Are export/duty, any type of taxes like this, ever attached to subscription fees? If we don't sell boxed games then this would not apply to us, right?

I'd like to have until Friday to give my attorney time to review the Agreement. My attorney is just not that fast  :D  Everything that you have ever said seems to be included.

Thank you for taking time to allow for this discussion.
Title: Re: The HeroCloud End User License Agreement
Post by: mproducer on Oct 11, 11, 12:27:54 AM
I am not sure I understand your hobo crack. You did ask for feedback correct?
As far as the biggest game development studios in the business, they are usally getting source code, which means they can fix what they want behind the scenes. Our scenario does not match their situation.
We are extremely dependent upon you.  :)



Title: Re: The HeroCloud End User License Agreement
Post by: lileebeta on Oct 11, 11, 07:48:30 AM
The EULA appears to be what  Idea Fabrik had been explaining to everyone this whole time, ever since HeroCloud was offered from the beginning.
I don't see any significant changes from what was said to what is now on paper.
Of course you are required to put in in very complex legal script as thats the general rule these days. :D

(Like the Wiki)A good way to calm most people down or at least make them feel better is to take each paragraph and explain it in lamens terms so that everyone here will have a better understanding without a panic attack. (not that you have any time to do that ::) ) and I see you've already begun to do a few explainations, and thats all good and well.
Title: Re: The HeroCloud End User License Agreement
Post by: HE-Cooper on Oct 11, 11, 08:25:58 AM
@mproducer
Hobo line was me agreeing that both we and hopefully a whole lot of other folks are thinking about it as a business. We are going to lose a whole lot of money if we target this at only hobos. :-) I understand your concern about defects. We have to limit our liability but I'll discuss what else we can do here in this language to make you feel more protected.

@mirific
This EULA doesn't go into the details of billing or 3rd party licensing, or specific features of the tools, like analytics. Those will be in separate documents. Billing is all through Visa Playspan, the biggest in the world, so will be very standard on payouts, but I don't actually know how they handle taxes and tariffs. We'll get the billing docs online this month hopefully. And you'll have access to see all your subscriber data.
Title: Re: The HeroCloud End User License Agreement
Post by: JoshHalls on Oct 11, 11, 11:40:31 AM
It is going to be in their best interest to try to address whatever issues there might be if they are getting a nice 30% cut of the pie, but they need something in place so someone doesn't try to sue them.   They are sinking a lot of time and money by letting anyone make a game and I am sure a good deal of the accounts (and even more of them once anyone can create a account) won't get past the first month or two.  I am sure they are using it as a marketing point as well, but the hope is that a few projects actually make it to the point where they can start to make some money from all of it.
Title: Re: The HeroCloud End User License Agreement
Post by: Mirific on Oct 11, 11, 11:43:44 AM
@Cooper

Thank you for the response. I appreciate that there is a third party involved with billing.

But my question pertains to section 6.1
The agreement to payout is between Idea Fabrik and the Developer.
Title: Re: The HeroCloud End User License Agreement
Post by: NEIL on Oct 11, 11, 12:48:52 PM
Cooper offered to answer all these questions on my behalf but I'll jump right in for now -- I am in town this week and it's best to work on this while we're all fresh -- and before we're ready to put this online with an AGREE button.

Going through comments:

To mproducer:

2.a "Modify"... our lawyers imagine a case where we might need to make a technical change to get the game to work with some outside service.  It's unlikely but there if we need it.

2.b "Make available games"... Pricing is up to you.  We don't want to be involved in that.  You really want us to make the games available, as opposed to unavailable.

4.3 We are not going to contractually commit to support for HeroCloud licenses.  Paid support options are available on a case-by-case basis.  And we're going to continue to provide technical support as we have been.  But there is not going to be a specific obligation at this time.  Our lawyers are keeping us safe, but we want you to succeed.

5.2 There is a difference between an obligation, which is a legally enforceable situation, and common sense.  We are earning a revenue share from your games so we are going to keep things working, right?

7.3 This is a one-way situation -- if you give us feedback on our engine and we use that feedback to improve the engine, then we own the improvements.  This paragraph does not discuss us giving you feedback, and 7.1 is very clear in saying that you own your game.

12.2 and 12.3 cover licensing options after termination, either by you or by us.  Again, it is in everyone's best interest to keep things reasonable, and there is no obligation to terminate -- in normal circumstances a game will continue to operate in HeroCloud for multiple renewal periods.  That said, we don't want to have to craft a complex formula guaranteeing some price for a license in the future.  We've worked hard to bring license prices down over time to make things reasonable for you.

To Outernet:

At the end of a contract term (after 3 years, then on every annual anniversary thereafter) there are 3 options:

1. Continue with HeroCloud under the existing terms,
2. You opt out, or
3. We opt out.

In case 2 we offer you a way to operate your game on your servers outside the Cloud, with the current deal being a one-time $100K license fee plus a 10% royalty.

In case 3 we offer you the same option but since it was our choice we waive the one-time license fee.

That is the fairest way we have been able to develop in a situation where one party decides not to continue the current relationship but where you desire the game to continue.

To Mirific:

We prefer electronic payments of your revenue to you.  That is much easier for everyone.  Especially since I don't want to have to hand-sign all those checks.

We intend to put a series of reports online for you.  HeroScript also gives you access to the game's database if you want to create reports you can view in-game -- we used to to this at Simutronics, where there were secret rooms in the game that we could visit to view important data.  We also intend to interface the game to analytics companies, although we are still working through the details and seeing who would be the appropriate partners.

Right now we do not anticipate any export duties, but we also cannot predict how each country may decide to tax online games in the future.


I will watch for more questions and try to help this week.  There is still time for some tweaks -- we caught some typos already -- but after this week we're going to want to get everyone to agree so we all feel comfortable, plus I will spend next week at Casual Connect in Kiev so will be harder to reach.


Title: Re: The HeroCloud End User License Agreement
Post by: mproducer on Oct 11, 11, 01:38:48 PM
Thanks for the information!
Title: Re: The HeroCloud End User License Agreement
Post by: Mirific on Oct 11, 11, 01:46:08 PM
@Neil

Thank you very much for the detailed response.

Working with HeroEngine is a real privilege.
Title: Re: The HeroCloud End User License Agreement
Post by: OuterNet on Oct 11, 11, 02:26:36 PM
Agreed with Mirific.  Thanks Neil...
Title: Re: The HeroCloud End User License Agreement
Post by: TGSRofar on Oct 11, 11, 06:02:26 PM
Typo in 11.2?  "less than a the highest degree"
Title: Re: The HeroCloud End User License Agreement
Post by: MsSarrene on Oct 11, 11, 09:52:51 PM
I have a couple questions:

Question 1) Does this agreement include those of us that have paid for our license? IE: Will our current agreement still be in effect or must we agree and sign this new one?

Question 2) How will this agreement be distributed? Via email and we sign and return? Or will be incorporated with the engine server login and must be accepted before we can log into the server?

I honestly would prefer it to be a physical document that we sign and mail back to IF, or fax.

Question 3) Once the final version of the End User License Agreement is released, do we have time to allow our attorneys to review before we sign/agree to this document?

It would be nice if we had a 15-30 day window to accept or deny this agreement.

Thank you,
Sarrene'
Title: Re: The HeroCloud End User License Agreement
Post by: HE-Cooper on Oct 11, 11, 10:59:53 PM
For herocloud pro users, now that there is no difference in licenses other than rev share you can choose to stay at 15% and cover your operational costs, or move to the 30% where we pay for costs and we'll kick back the 5k license fee out of our revenue share. This is what we'd rather do since we haven't been collecting the yearly fees and since Operational costs are most likely about 15% so there is no reason to stay at the pro rate, but you are welcome to.

The EULA will go up on the account site, and then on the launcher. Our agreement has no affect on you outside of your game operating in our cloud, so no reason to wait to accept. If in 30 days when your lawyer tells you its a horrible deal you can terminate or tell us your grievances then.
Title: Re: The HeroCloud End User License Agreement
Post by: NEIL on Oct 12, 11, 10:19:05 AM
This is intended to be a "click wrap" agreement where it is posted online and you click AGREE.

Sarrene, the document is nearly final, so I'd recommend getting your attorney on this ASAP.  We've had developers who are uncomfortable working without this in place.
Title: Re: The HeroCloud End User License Agreement
Post by: MsSarrene on Oct 12, 11, 01:11:03 PM
Thank you Neil! I fully understand having those uncomfortable working without one. Though we are one of the few that, as you know, have one in place already. It is the changes that we have to be concerned about, as I am sure you understand. Lords knows I talked your ears off way back when about original Agreement, not just the benefits.

We already have him working on it and are getting feedback. It has been a busy several days for us, and I expect a few more days as well. Anything that I have concerns about, I will give you a holler. I hope however, that we shall be given enough time to decide if this is for us, and what route we wish to go in (between the two agreements).

Thank you so much Neil, I greatly appreciate it!
Sarrene'
Title: Re: The HeroCloud End User License Agreement
Post by: FI-ScottZ on Oct 12, 11, 03:07:21 PM
Quote
you can choose to stay at 15% and cover your operational costs
Quote
Operational costs are most likely about 15%

Forgive me if this has been covered elsewhere.  Naturally , the 15% will vary, but can you give an idea of what operational costs would typically be?  I don't imagine it would be proportional to revenue, or am I wrong?

And Thanks for your clarifications on this doc.
Title: Re: The HeroCloud End User License Agreement
Post by: HE-Cooper on Oct 12, 11, 03:17:08 PM
In most online projects I've been involved in operational costs scale pretty closely with revenue, since they scale with user base, and user base tends to scale with revenue. More worlds up in memory, more bandwidth, etc. We can't predict specifically what your costs will be, as we don't know how you're architecting your game. Heavily synchronous, bandwidth costs go up per user, asynchronous bandwidth costs go down per user, but asynchronous games tend to have much lower revenue per user. All that good jazz. The prices we receive for bandwidth and storage are lower than industry standard, due to deals and bulk, but not massively lower.
Title: Re: The HeroCloud End User License Agreement
Post by: JoshHalls on Oct 12, 11, 03:23:50 PM

At the end of a contract term (after 3 years, then on every annual anniversary thereafter) there are 3 options:

1. Continue with HeroCloud under the existing terms,
2. You opt out, or
3. We opt out.

In case 2 we offer you a way to operate your game on your servers outside the Cloud, with the current deal being a one-time $100K license fee plus a 10% royalty.

In case 3 we offer you the same option but since it was our choice we waive the one-time license fee.


Are there any additional licensing cost for 3rd party agreements you have in place (originally I know some stuff was licensed only if you were running it)?  Might be something you want to list out as well if possible if that is still an issue. 
Title: Re: The HeroCloud End User License Agreement
Post by: mproducer on Oct 12, 11, 04:01:10 PM
Yes that is a good point about the 3rd party products, is there an associated costs with the other tools (i.e. Speedtree) beyond the initial development cycle? If there was a change like stated in the EULA?

And thanks for putting up with me hounding you guys for this EULA.

Title: Re: The HeroCloud End User License Agreement
Post by: Mirific on Oct 13, 11, 09:14:35 PM
There is one question regarding section 6.2

Here it states that the agreement will continue for 2 years if the game is taken to another platform. It goes on to state that this provision survives other provisions...
Quote
6.2 Outside the Idea Fabrik Platform. In the event You make any of Your Games available outside the Idea Fabrik Platform, You must give us ten (10) days written notice, and You agree to pay us thirty percent (30%) of any Revenue paid by end-users by you or by your distributors or agents related to such game for a period of two (2) years from the date such Game is no longer exclusively offered on the Idea Fabrik Platform. Without limiting the foregoing, our Distribution License for such Game shall survive in accordance with Section 12.3.

But in section 12.3, section 6.2 is not addressed.

My attorney thought the language could be conflicting and reads such that even if there was a termination of the agreement the developer will still be obligated to pay 30% royalties for 2 years following any termination as it is worded to 'survive' the other section.

12.6 does mention this, however:
Quote
12.6 Survival. The provisions of Sections 2.3, 3, 5.3, 6.1, 6.2, 7, 8.3, 9, 10.2, 11, 12.4, 13 and 14 shall survive any termination or expiration of this Agreement.

And so the conclusion is that there will be another 2 years of obligation to the 30% royalty from the date of any termination or upgrade in license, and it seems that section 12.6 cancels out several of the terms set forth in this agreement.

Can you clarify or possibly have this written more clearly?

Thank you for your time and consideration.
Title: Re: The HeroCloud End User License Agreement
Post by: NEIL on Oct 17, 11, 02:25:48 AM
The current license agreements for the third party technologies provide for what is essentially a perpetual license for any games developed under licenses that were initiated while those agreements are jn force.

In other words, if you agree to a HeroCloud license now, you have a license to use the third party technologies as long as you are using HeroEngine for your game.
Title: Re: The HeroCloud End User License Agreement
Post by: NEIL on Oct 17, 11, 02:27:50 AM
Mirific, the legal documents enabling you to continue using HeroCloud if either of us opts out are in development, but they will have the effect of amending the original agreement and will therefore replace the original obligations.  It's only if there is no amendment that those provisions must continue.
Title: Re: The HeroCloud End User License Agreement
Post by: zeromajstor on Oct 27, 11, 12:23:03 PM
Hello,

Sorry for asking, but I got few questions to me make sure I understand everything allright, with all this posts. I want to make it short and simple. I make a game with HeroCloud, (1)who is free? (2)We don't need to pay any extra costs? (3)And if game comes out HeroEngine takes 30% of revenues? (4)What happens if game never comes out (does we need to pay anything)? (5) Do we need to pay any costs to HeroEngine on beginning, or they just give us access to HeroCloud and storage place? (6) If game comes out, and its published on HeroCloud servers, do we need to pay any costs or that is in that 30%? (7) What period HeroEngine to make a game?

P.S.I am asking all this because English is not my main language.

Thank You and Kind regards
Title: Re: The HeroCloud End User License Agreement
Post by: NEIL on Nov 07, 11, 04:29:50 PM
(1)who is free?

Your development team is free.  Actually everything is free -- we get 30% of revenue once there is revenue.

(2)We don't need to pay any extra costs?

Correct.

(3)And if game comes out HeroEngine takes 30% of revenues?

Correct.

(4)What happens if game never comes out (does we need to pay anything)?

You never pay anything if your game never comes out.

(5) Do we need to pay any costs to HeroEngine on beginning, or they just give us access to HeroCloud and storage place?

No costs in the beginning.

(6) If game comes out, and its published on HeroCloud servers, do we need to pay any costs or that is in that 30%?

No costs, just the 30%.

(7) What period HeroEngine to make a game?

Whatever it takes.
Title: Re: The HeroCloud End User License Agreement
Post by: DeeRobbins on Nov 17, 11, 05:34:58 PM
4.5 Customer Data. Both the Developer and Idea Fabrik shall jointly own any data derived from the provision of the HeroCloud Services.
Any use of this data shall comply with the Idea Fabrik privacy policy.


I have highlighted this section as it has raised a number of concerns for us.. can you please advise or clarify the following:

1) What is Idea Fabrik's privacy policy (we dont see one anywhere)

2) What does Idea Fabrik plan to do with OUR customer data? e.g. will they use it to target our clients for other games and products/ sell the customer data on etc??

3) Does this now mean that ALL Developers have to agree to the Idea Fabrik privacy policy. (having not seen it i am raising this as it may contrivine what we currently have in place on the other services we provide for our customers)

4) Does Idea Fabrik reserve the right to amend this policy and the developer reserve the right to decline if they accept it at this time?

5) If the developer agrees to 4.5 does that mean that Idea Fabrik share liability if an issue arose relating to any breaches relating to data protection?

I only raise this point as i notice that it has not been mentioned and the other concerns that have been covered somewhat in other posts.

We currently have a custome base of over 1500 members on another service that we as a company have guarenteed complete confidentiality with no information sharing, on lauch we were planning to offer the same, we are  now very concerned that we would have to state that WE as a Business now share our customers Data.

We are also very concerned on what this information will be used for by Idea Fabrik as per the question (2) If our customers were targeted for new games that Idea Fabrik hold intrest in that could all too easily cause issues. We totally understand that Idea Fabrik has an intrest in our prodution and that the explaination for many questions raised has been that it is not in Idea's intrests to see a business fail, it is however also clear that Idea rightly want to recoupe there investments and hold no risk moving customers from one game to another within there fold. This would be a win win for Idea however would be fatal for the indie developer. Keeping gaming customers for any length of time is a hard task without opening the door for target marketing.

This scenario holds major implications for a stuggling Indie company whose customers are there bread and butter. Idea will hold intrest in many games however we Indie's will be working our asses off for OUR 1 baby.

It does not matter how great a game is if there are no customers to play it and im sure that you will appreciate we do not wish to have to share the customers we have already lined up and those that we plan to gain at launch with any other game freely as i am sure WOW would not willingly offer up there client list to LOR. Building a solid customer base takes alot of hard work and or money all of which is at the Developers expense and i fail to see how it benifits us share and to state that we share customer data.

I am hoping that the concerns raised are fixable, flexable or explainable.

I look forward to your comments and answers. Dx
Title: Re: The HeroCloud End User License Agreement
Post by: HE-Cooper on Nov 20, 11, 07:57:03 PM
Easy and quick answers:

1. Derived data doesn't mean players' actual data, it means the information derived from your players. Like, how many, how long, age ranges, etc. Information to help us know about your game, and to help us know about our tools.

2. Our privacy policy is for us, as in the policy we as a corporation follow. Not something you agree to. We have no NDA we require you to sign, you can talk about anything you want about our tools. How good they are, how terrible they are, etc. The Idea Fabrik corporate website, where this policy once was, is not exactly in the greatest state of repairs at the moment. But the policy, like most other companies' policies that have access to user and developer data, is that we won't talk about your game unless you want us to, and that we can't give out any information about your users. Technically, us contacting your users about another game would be "giving out your users'" information, but I can see where you would not make that jump of logic, so when the corporate privacy policy page goes back up, we'll make sure that it calls that out specifically for you.
Title: Re: The HeroCloud End User License Agreement
Post by: DeeRobbins on Dec 21, 11, 06:43:11 AM
Thanks for the response Cooper, i will check out the info as soon as it is available and would really appreciate a heads up when it is available :). I am still unsure why Idea would want our client info if they do not plan to utilise it in any way however trust that the privacy policy will clarify this for us. Many thanks again Dx
Title: Re: The HeroCloud End User License Agreement
Post by: HE-Cooper on Dec 21, 11, 07:01:47 AM
Our privacy policy says we can't share identifiable info about you or your players with anyone.

All companies, everywhere in the universe collect non-identifiable data about all users that touch their system, for statistical, analysis, performance metrics, predictions, etc etc etc. The controversial companies, like Facebook and Google, are the ones who track and combine identifiable information with all usage, and all communication, and then provide that data to 3rd party companies to do with as they please.

But I'm pretty sure if you think about it, you'll realize that we need to have that clause in place to run metrics for you.
Title: Re: The HeroCloud End User License Agreement
Post by: DeeRobbins on Dec 21, 11, 07:14:54 AM
Ok ty for the extra clarification, yes of course we appreciate that the statistical info is necessary for any business to perfom analysis and forcasting. We of course would be doing the same. When you state that you are "running the metrics for us" does that mean that you will be providing us with data anaylsis also?
Title: Re: The HeroCloud End User License Agreement
Post by: HE-Cooper on Dec 21, 11, 09:00:28 AM
We provide the straight-forward top level usage statistics. Accounts, logins, etc. The specific data of "How many times did a player do x" would need to be coded by you, since those are gameplay system specific.
Title: Re: The HeroCloud End User License Agreement
Post by: neopangaia on Jan 06, 12, 10:37:23 AM
I have a question as well, which was stated previously:

Quote
6.2 Outside the Idea Fabrik Platform. In the event You make any of Your Games available outside the Idea Fabrik Platform, You must give us ten (10) days written notice, and You agree to pay us thirty percent (30%) of any Revenue paid by end-users by you or by your distributors or agents related to such game for a period of two (2) years from the date such Game is no longer exclusively offered on the Idea Fabrik Platform. Without limiting the foregoing, our Distribution License for such Game shall survive in accordance with Section 12.3.

If I have a game on HeroEngine and later decide I may need to switch engines (or is it possible to buy a full license with cash as opposed to the 30%?) will I need to pay the 30% for two years even though I have switched engines?

What about if I make a game with a different name? I simply am uncomfortable with having to pay the 30% for two years REGARDLESS even if/when I switch engines. Please clarify exactly what this means.
Title: Re: The HeroCloud End User License Agreement
Post by: NEIL on Jan 12, 12, 09:28:59 AM
You need to look at paragraph 14.4 which defines the word "Game" in context of this agreement:

14.4   “Game” means a custom online video simulation made available by Developer using the Idea Fabrik Platform, and operated using the Idea Fabrik Platform, to Idea Fabrik, and all related content, including, music, picture, video or other graphic and data files, and all related code (that enables Customers to access and operate such Games). Sequels to the Game or other such derivatives of the Game (other than incremental add-ons to the Game) shall not be considered part of the same Game for purposes of this Agreement and the rights granted under this Agreement.

So if you port your game off of the Idea Fabrik Platform it is no longer part of this agreement.
Title: What happens if you go bankrupt?
Post by: Kalagaraz on Jan 15, 12, 06:27:45 AM
So I'm curious if I start developing a game over the next couple years and invest thousands of dollars paying artists, programmers etc... What happens if HeroCloud goes bankrupt and has to shut down?

Without the source code to the engine (which is $75,000) I can no longer work on the game or host it off site anywhere else.

Is there a contingency plan in the TOS or EULA for this kind of situation? Would we get the sourcecode for free at that point? Would you still be selling the engine for $75,000 and we'd be forced to either pay $75,000 for engine or basically go back to square 1 on our development with another engine?

The same thing happened with Blade3D except they didn't go bankrupt. It was $99 a month to pay for the engine and you developed game on their servers. But a chinese investment company took them over and just shut it down. Everyones game was left high and dry that they spent a little over a year working on.

EDIT: http://community.heroengine.com/forums/index.php/topic,1072.0.html

It says on that page if you shut down the herocloud we get free access to source code and that it's mentioned in EULA, however I read the EULA and do not see that mentioned anywhere.

Quote
12.2 Continuing Use License. If Idea Fabrik opts not to renew this Agreement at the end of any Term, Developer may license the
HeroEngine for operating the Game outside of the HeroCloud service. License terms and conditions will be made available to Developer
through the Idea Fabrik website and will include a 15% royalty to Idea Fabrik on running revenues from the Game.

There that, but it just says I have to option to license it, is that the $75,000 license cost or is it free?
Title: Re: The HeroCloud End User License Agreement
Post by: Ruarch on Feb 28, 12, 09:02:09 PM
Quick question about 7.1 Ownership by Developer. Subject to the rights granted to Idea Fabrik under this Agreement, as between the parties, Developer will own all rights, title, and interests (including all intellectual property rights) in and to the Games and Developer Content (but specifically excluding the Idea Fabrik Platform).

Does developer content include the scripts we write in HSL? I'm pretty sure it does but just checking ;)
Title: Re: The HeroCloud End User License Agreement
Post by: Voarsh on Jan 24, 14, 05:49:23 PM
Does this thread still contain the latest information?

If not, can you please share it?

EDIT: I noticed that the pricing has changed, can you please update me on the one-time transfer fee for moving to self-hosted. Also, upon choosing the best sales option, the final Agreement will be made, and then "we" can proceed?

In document (Agreement) it is stated that it is $25,000, plus licence fee + the 30% revenue made.
Can you please also say how we (my company) would pay Idea Fabrik if we host ourselves, since we're not using your payment provider?
Title: Re: The HeroCloud End User License Agreement
Post by: keeperofstars on Jan 24, 14, 09:52:22 PM
I might be a bit off on this, but I think the devs prefer you still use their payment / account piece to some degree so they can ensure the revenue shares, but as with everything, I am sure custom contract options are available on a per case bases.

Overall their billing / account system is pretty good, it would be nightmarishly time consuming to get a full account system setup, and pricy, as you have to be able to confirm a large amount of cash on hand to handle payment disputes, especially if you want international sales configurations. Then there are all the legal aspects of foreign tax collections etc. So while not against it might want to really take a deep look at the options you can come up with.
Nothing is set in stone though and best thing to do is contact sales when dealing with a per customer situation.
Title: Re: The HeroCloud End User License Agreement
Post by: HE-Cooper on Jan 24, 14, 10:14:50 PM
If you purchase source, you're on your own for hosting accounts and billing, (unless you choose to license them from us, or have us manage hosting). You would provide us quarterly your corporate earning statements and pay us gross our share of revenue.

Purchasing source code before your game reaches the alpha phase is 75k and 7% royalty, or 18k and 30%. Purchasing source after your game reaches alpha in the HeroCloud is 100k and 10%.
Title: Re: The HeroCloud End User License Agreement
Post by: Amanda_Brooks on Jan 25, 14, 07:22:29 PM
it would be nightmarishly time consuming to get a full account system setup, and pricy, as you have to be able to confirm a large amount of cash on hand to handle payment disputes, especially if you want international sales configurations.

I don't think that the technical hurdles are the biggest problem - it's the taking responsibility for several thousand players' personal information - especially their credit card info - that makes using the HE set up such a good deal.
Title: Re: The HeroCloud End User License Agreement
Post by: Dwarf_King on Jul 19, 14, 10:55:44 AM
Fnord Fnord  Fnord Fnord  no need for this text anymore. Irrelevant.