We’re about to sign an enterprise agreement where you pay $1,500/seat/year, but some language in the contract seems to specifically prohibit the exact kind of app that the website licensing options suggest. I’ve asked the Epic contact, but I now haven’t heard back in some days where responses were usually immediate, which tells me that they’ve deferred it to the legal department, which operates on a different time-scale. I thought I’d ask here.
This is a non-game app, a diagramming app that currently exists as 2D and is well-known in its industry. We want to make a version that adds some 3D features.
The website says “Non-games interactive off-the-shelf products requiring royalty-free distribution”.
In communications with the Epic Enterprise reps, where the app is described in detail, the Epic contacts say that this is totally fine. Their only question is whether this will include any Unreal Editor UI and features, or whether this is purely a standalone app, which it is. So they’ve approved this app under the Enterprise program and forwarded the contract to DocuSign.
But the contract seems to contradict all of this, and we’re afraid of a situation where the Epic reps have actually misunderstood their own terms, and all that counts is the language of the contract. We could then end in a situation where we not only waste money on seats, but lose the $1M exemption as punishment for not publishing under the 5% royalty.
The problems with the contract are as follows:
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It all revolves around the term “Licensed Technology”, which is vaguely defined in the contract, and seems to include everything Epic makes, both the Unreal Editor, and the Unreal Engine playing at runtime.
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The clause we’re supposed to fall under is: “1.2 Allowed forms of Distribution and Sublicensing 1.2.1 Distributions without Licensed Technology. Under the License, Licensee may Distribute any product made using the Licensed Technology without restriction, so long as that product does not include any Licensed Technology (including as modified by Licensee under the Engine License) and does not require any Licensed Technology (including as modified by Licensee under the Engine License) to run.”
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This seems to describe an app that may be built in Unreal Editor, but no Unreal code of any kind of compiled into the final binary. Such an app doesn’t make sense, of course. But if “Licensed Technology” includes even the object code compiled into the final project, then there cannot be one byte of anything Epic in the final app. There would be no point in making the app in a game engine. You could just make it in Visual Studio. That seems stupid, and can’t be what they mean, except…
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“1.2.2 Distributions with Licensed Technology. Certain restrictions apply to Distribution of the Licensed Technology, and consequently to the Distribution of a product developed under this Agreement that (i) combines any Licensed Technology with any other software or content, regardless of how much or little of the Licensed Technology is used, or (ii) relies on or requires any Licensed Technology to run, (a “Product”). Specifically, Licensee may only Distribute the Licensed Technology as follows:
(a) Distribution to Business Entities — Licensee may Distribute the Licensed Technology incorporated in object code (such as an application in executable form) format only as an inseparable part of a Product to Business Entities pursuant to a license agreement that is no less protective of Epic and the Licensed Technology than this Agreement. The license agreement may authorize the Business Entity to use, reproduce, display, and publicly perform the Product. However, unless the Product is an Exempt Product under Section 122(c), Licensee must ensure that the Business Entity does not Distribute the Product. The Product may not contain any Marketplace Content Distributed in uncooked source format or any Engine Tools.” -
Here, “Licensed Technology” suddenly actually seems to literally be any object code. And this is only allowed to be distributed to other businesses. “Licensee may Distribute the Licensed Technology incorporated in object code (such as an application in executable form) format only as an inseparable part of a Product to Business Entities”.
So this flat-out contradicts the website, and everything the Epic reps have said. Granted, this app is often used by people who have a business, but it’s released to the general public on Mac, PC, iOS and Android. That seems to be specifically disallowed. Allowed on the website and in all talks with Epic. Disallowed in the contract.
What do you think takes precedence? What Epic reps say or what the contract says?
Any help would be much appreciated!
Per
Everything sounds great, if their guy try to sell you their insurance, but once you try to get the stuff, that was promisted with sweet words, whelp, if it´s not written in the contract…