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[HE-Cooper]

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.

[mproducer]

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.

[speedtek_99]

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.

[HE-Cooper]

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.

[HE-Cooper]

@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".

[OuterNet]

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?

[speedtek_99]

@Cooper

7.1 looks good - I was just pointing out how there could be confusion between 7.1 and 7.3.

[HE-Cooper]

@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%.

[OuterNet]

@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...

[Mirific]

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    Everything that you have ever said seems to be included.

Thank you for taking time to allow for this discussion.

[mproducer]

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. 

[lileebeta]

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.

(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.

[HE-Cooper]

@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.

[JoshHalls]

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.

[Mirific]

@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.