Major Banter wrote:Strictly speaking, Valve use a generic closed contract that has nothing truly unusual about it. It's a legal shut-off, and little else.
Regarding the "use, copy, distribute, publicly display, publicly perform, modify, and create derivative works"; this is a cover-all for any scenario. 'Derivative works' will include marketing, posters and so on, while the ability to 'modify' covers them at a later date if something dodgy is found within the material. None of that indicates any ability whatsoever to steal, sell or otherwise - you'll see exactly the same language in a Creative Commons license.
Again, regarding the "You grant to Valve a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, assignable right and license", that's legal coverage. Note the non-exclusive? The 'perpetual' could refer to server junk, or long-forgotten works and protects Valve from long-term lawsuits. The non-exclusive and perpetual work together legally in a rather elegant fashion. "Irrevocable" just exempts Valve from issues arising from speed of removal. "Royalty-free" is simple - you don't get paid any long-term contractual wage for your map immediately. No biggie; imagine if Valve were paying out for every map submitted! This doesn't exclude payment later down the line either.
Valve can't resell your material, end of story, because you're still the rights holder. That "applicable law" part that you casually ignored refers to your statutory and copyright based rights. And yes, of course they can distribute your stuff - in the exact same way uploading your map to ANYWHERE distributes your stuff.
Abusive contract? It's about as abusive as giving a child a cuddly toy. Everyone reads legal language like they're signing away their soul, when the law tears companies apart if they aren't careful. Why do you think 'the man' often wins legal fights? Because the man on the street didn't read the damn terms and conditions that covered that eventuality.
The whole point of a license contract is to give rights to the other party, and those are the ones described in the contract. This contract just takes it all but leaves you with non exclusivity (you can relicense). It doesn't describe the extend of the license which means it is everything. It grants sublicense which means transferin IP rights you transfered to Valve.
As it just takes everything and most legislations have limits to protect this abuses it is possible the one applicable (King County, Washington, USA) do have too. For example, in my country it is not possible to license for more than 5 years, don't have a compensation if the work is commercialized, and if it does there is an "equity action" in case the compensation was way too low, etc.So I haven't ignored the applicable law, they did. They just made reference to it.
It is not just Valve, but most companies do use this strategy, and it is common in adhesion contracts (all those made with consumers without negotiation). The whole contract may be filled with innumerable null and void clauses, but as you don't know the law you may think the contract is fully enforceable. It is a legal trick to gain an advantage over the consumer and win what is possible in the court. Also, it is cheaper.
If you pay attention you can see they already know it has limits in the "Governing Law" section, where it states " The terms of this section
may not apply to European Union consumers." That is because of imperative norms to protect consumers in europe. Also, this way there is no need to make different contracts for the different territories of your consumers (consumers law in europe has a minimum protection + different protection in each country).
About being the right holder... IP is an exclusive right which has moral and economic rights. The first can't be licensed the second can. You don't have to license everything, you can license a concrete function (public communication, distribution or reproduction - and their concrete sub functions) for a period of time and concrete end (v.g a show, map hosting...), so there might be multiple people with the same economic rights or even the same as the copyright holder, or for different functions etc. A license implies that the receiving party will also hold the economic rights in the extend of the license.
A non exclusive license like the one in workshop agreement implies that both author and licensee (valve) stand in possession of the same economic rights (it is not in possession of one party exclusively) but not moral ones (which pertain to author and, once dead, to their heirs).
And that is not all. "You agree that Valve may amend the terms of this Agreement at any time in its sole discretion". The contract can change with just a notice in the website and you have to send a postal to terminate the contract within 30 days after the change has been made.
You can't describe what those words mean like ""Irrevocable" just exempts Valve from issues arising from speed of removal". It is possible they intend that, but it is not what it says. A contract is about what is written, and you can't add words describing it. In case of doubt the rule is to stand to literal or legal meaning (v.g perpetual = your life +70 years). Irrevocable means it can't be revoked.
I'm sure (or would like to be) Valve doesn't intend to take advantage of us, but the contract does give them that power.