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Author Topic: The HeroCloud End User License Agreement  (Read 20277 times)

NEIL

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Re: The HeroCloud End User License Agreement
« Reply #15 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.


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mproducer

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Re: The HeroCloud End User License Agreement
« Reply #16 on: Oct 11, 11, 01:38:48 PM »

Thanks for the information!
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John Nelson
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Mirific

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Re: The HeroCloud End User License Agreement
« Reply #17 on: Oct 11, 11, 01:46:08 PM »

@Neil

Thank you very much for the detailed response.

Working with HeroEngine is a real privilege.
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OuterNet

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Re: The HeroCloud End User License Agreement
« Reply #18 on: Oct 11, 11, 02:26:36 PM »

Agreed with Mirific.  Thanks Neil...
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TGSRofar

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Re: The HeroCloud End User License Agreement
« Reply #19 on: Oct 11, 11, 06:02:26 PM »

Typo in 11.2?  "less than a the highest degree"
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Ron Farrell
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Triad Game Studios

MsSarrene

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Re: The HeroCloud End User License Agreement
« Reply #20 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'

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Re: The HeroCloud End User License Agreement
« Reply #21 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.
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NEIL

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Re: The HeroCloud End User License Agreement
« Reply #22 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.
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MsSarrene

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Re: The HeroCloud End User License Agreement
« Reply #23 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'

FI-ScottZ

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Re: The HeroCloud End User License Agreement
« Reply #24 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.
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Scott Zarnke
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HE-Cooper

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Re: The HeroCloud End User License Agreement
« Reply #25 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.
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JoshHalls

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Re: The HeroCloud End User License Agreement
« Reply #26 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. 
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mproducer

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Re: The HeroCloud End User License Agreement
« Reply #27 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.

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John Nelson
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Mirific

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Re: The HeroCloud End User License Agreement
« Reply #28 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.
« Last Edit: Oct 14, 11, 11:05:19 AM by Mirific »
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NEIL

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Re: The HeroCloud End User License Agreement
« Reply #29 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.
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