Am I wrong here?

Okay, I need to ask a question, and - quite possibly - vent a bit. I hope this isn't seen as being in bad taste. I'm not going to give any more details of the deal than I have to to ask my question.

So here goes. I found some art that I liked and wanted to use in my company logo. I contact the artist and explain I'd like to use it in my logo. I also give some details about the current project I'm working on - just so he has an idea of -at least initially- what the image (via the company logo) would be associated with. I suppose I didn't need to mention the project at all, but I know some artists prefer not to have their art associated with certain things (i.e. a christian might not want his artwork to show up in a game with magic or something.)

So we get to the point where the cost is agreed upon...X amount for non-commercial usage and a further fee of Y amount for commercial usage. There was just one line in the license agreement that was a bit ambigous and it wasn't clear if Y amount covered unlimited commercial usage or would need to be repaid. The line read "$yyy to be delivered to Licensor should the Licensee use the Image in a logo for a commercially available product."

It did not say, anywhere - PER product or anything to that effect. Further, the usage rights stated this

""As part of a logo for xxxxxx Software. The logo may appear on any products created by xxxxxx Software and in promotional materials for xxxxxx Software. In addition, the Licensee may create a vector art version of the Image."

There were no time constraints listed in the license. The only constraints were of course that I didn't have rights to resell or sub-license the image, etc, along with the above statement. NO OTHER RESTRICTIONS were written in the agreement.

To me, it's quite clear that the above agreed upon amount was for the image in the capacity listed by the usage agreement above: e.g. X+Y amount of money would equal the right to use the image as part of a company logo that could appear on any product or promotional material for said company.

I asked if we could clarify the line about Y payment though, since it was a bit ambigous whether that was a one time fee or not. I was sure it was not, but just wanted the license agreement to be explicitly clear to protect myself down the road. Now the artist replies and says that the cost X+Y was for rights for "the product you initially described" and that it would cost significantly more to have unlimited usage rights. In fact, he says, quote "If you want unlimited use in any software products you create, at any time, then the feel will be much higher." He then goes on to discuss how licensing rights typically work for stock art/photography. Well, that's nice, but that's not what was written in the agreement! (he mentions time limited rights again, although the agreement says NOTHING about time except that neither party can sell the rights to the image for use as all or part of a company logo for 5 years.)

I'm sorry but...WTF? That's not what was agreed upon at all. The usage rights that he drafted clearly state that it could be used as a company logo and in any products or promotional materials for the company.

I should have just sent the money and signed the agreement, because, unless I'm REALLY mis-reading this I would have had the rights that I *thought* we were discussing - to use it as a company logo and anywhere that company logo would logically end up.

So, am I completely wrong here?

The answer is right there.

Seems to me that you've caught someone off-guard who is simply not used to dealing with licencing agreements, and is simply pulling numbers out of a hat and moving the goalposts as he educates himself.

Man, that's what I get for trying to be a good guy and clarify everything. Now he states that he was "in error" and that the license agreement should have read "An additional fee of Y amount will be paid to the Licensor by the Licensee for each product that the image appears in."

I would just write it off but I've grown attached to the image and have already incorporated it into my website (and it's sort of burned in my mind as my logo...)

I don't anger easily but I am #@!%'ing pissed right now!

It's no wonder so many companies "turn evil" if this is what being good gets you.

Couple of suggestions:

1) I know you've invested a lot of time/energy in this but it may be best to leave it and go somewhere else. e.g. another company OR maybe a friend who'll do a good job and give you an unlimted license. I got my UFO logo for a very good price with no strings attached.
2) Make something simple yourself (I did the text myself for my logo). This may not be ideal but it'll get you out of your negative space and will get you started. There is a well known thing in business called Ready Fire Aim. Meaning just start now and fine tune it later :-)

Good luck.

Are you sure the logo is *so good* that it justifies potential problems down the road? The ambiguous nature of the agreement suggests the person you're dealing with either (a) isn't very familliar with legal documents, or (b) sees your need for clarity as an extension of the original agreement.

What strikes me, is that it seems you're both being ambiguous - you, about the requirements in the first place (and hoping he just 'gets it') and him, with his licence agreement.

If it were me, I'd keep shopping around - but that's just me, and if he suggests that it's just a 'standard contract' and it can't be changed - absolutely do not do business with him. He could have you by the balls if you just give in and hope for the best.

If the deal doesn't suit both parties equally, it's no big deal, just move on. There are a ****load of logos out there, and plenty of talented artists who might come up with something even better. :)

Have you already paid him money?

If you have then the deal is done on the original agreement which states you can use it in "any products". He can't go modifying it later to suit his own gains.

Failing that, create a vector version (which again, it says you can do), then convert it back to bitmap format. Have to play these fools at their own game, sometimes.

There's a couple reasons this is seriously dishearting/angering. I think the most prominent of them is that this is the first "formal" step I've taken with anything I'm creating. It took me a while but I came up with a company name I really like - and then found what I thought was the perfect image. It was already more than I wanted to spend but I know people have got to make a living and so was willing to pay a fair price. I made sure to go through all the legal routes and clarify everything and make sure we both were happy with the agreement, and then bam. It's not even the cost that's a huge deal - I mean, realistically the cost he is asking is small compared to the average investment in an indie game. It's not the cost that stings (well, it still does - I mean you could buy a really nice 3D model or something with the new "per product" fee he is asking), but it's the principle.

It probably sounds foolish but it's sort of making me question, "If things are already going this poorly over a relatively simple aspect of the business, how can the rest of it possibly work out?" Yeah I know, it's a bit doom and gloom considering things, but I'm particularly emotional at the moment because things *were* on such an upswing.

I'm sure the more experienced developers around here have many more depressing and costly stories of artists or musicians not delivering or delivering a truly poor product - or bailing mid project - and this seems trivial in comparison. At the same time, it's all I've really been through and it's gone bad, so despite being able to sympathize with others with more serious plights I can't truly empathize with them; and this feels like a significant blow at the current time.

Sigh.

I don't know if the logo is "so good", no. I mean - that's one of those things that's hard to truly quanitfy. It just seemed like a perfect fit to me, if not a bit of an unorthodox piece to use for a logo (at least in the software world.) But it's grown on me. I'm sure you know how that goes.

No, I didn't pay him any money yet. I wanted to clarify the issue to prevent getting charged per product. Heh, guess that backfired.

Anyhow, while I appreciate the (deviant :) suggestions to get around the agreement Gfk, I really don't want to do anything underhanded. It's not that I don't think I could get away with it - it's just that that is not how I want to run my business (or my life.)

Anyhow, thanks for hearing me out folks. Like I said, for some reason this feels like a huge blow to my momentum.

I'm in a similar position at the moment, although the sums of money are much larger. I can't really advise because it completely comes down to how badly you want it. However, my decision has been to walk away. For what that's worth.

Whoops, I didn't mean to disclose the price. Are you negotiating a logo, Gabriel, or some other artwork?

I just can't see paying the above price (plus an additional fee for non-commercial rights + additional per product fee) for something that I could buy outright from an artist for, I dunno, $500 at the most.

I'm sure my perspective might be different if I wasn't a poor student (well, actually not even that technically. I've got to pay off a semester after going through a nasty series of financial events, before I can go back.)

I do have another logo concept in mind - looks like I'll have to try my hand at it. Who knows - it might be much more fulfilling to have a logo I did myself.

No, I'm not negotiating for a logo or artwork, it was an audio library. It was for a very large sum of money, but my decision to walk away was not based on the amount of money, rather - similar to your situation - the fact that the goalposts seemed to be moving. In my case, another issue was that different people seemed to be offered the same usage terms for different prices. Also like your situation, the only written license was vague and quite possibly not legally enforceable. I'm like you, I like to be 100% clear, 100% honest and 100% up-front. If people choose to use that against me to try to make themselves more money, they've misjudged me.

You've been doing this a while, right, Gabriel? I'm curious to know if your policy of up-front honesty has been more of a boon or bain for you so far? Not that I intend to change my ways, I'm just curious to know what I'm in store for. ;)

Honesty is always the best policy imho (little pun there).

Seriously don't let it get to you, think positive, find another solution.

Note: I made my logo and website AFTER I'd finished my first game.

I know I shouldn't have jumped the gun on the logo/website thing - it's just that having that established has been motivating to say the least. I have a few other ideas in place that I am going to try out. Despite the fact that I might have been better off waiting to worry about this stuff now it's become a bit of a challenge and I need to get it worked out before my brain will let it slide. :/

In my experience, up-front honesty has been more of a bane, but it's the only way I can be, and it has a kind of balance to it. After all, I missed out on using my preferred audio library, and he missed out on $6k of my money.

For future deals, simply stay away from complex licenses and buy nothing else but explicit "royalty free" stuff, in case of a logo off course an exclusive license. May cost a little more (depending on the artis or reseller, you may find cheap talented people noless), but it will save you from license troubles.

No it doesn't. It states he can use it on any product, provided that "$yyy to be delivered to Licensor should the Licensee use the Image in a logo for a commercially available product."

Now I know English is my second language and all, but "a [commercially available] product" is clearly in the singular form.

Basicly as I (Clapham Omnibus) read it, you're allowed to use it for any number of [non commercial] products, but must pay a $yyy fee for each commercial use.

Since the agreement isn't very specific, being happy with it isn't particularly useful since you both obviously had different interprentations.

Sculpture,

There mere fact you have had to come here to ask means you already know the answer.

You were right - the artist is wrong.

Walk away and forget that path, find another - you'll not regret it in the end and your 'stress' will evapourate away into time well spent finding a better logo.

Good luck

IPete2.