geekhack
geekhack Community => Keyboards => Topic started by: tp4tissue on Fri, 15 September 2017, 07:28:13
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Official Update From Input_Club:
Link:
https://input.club/official-halo-switch-statement/
Contract Excerpt:
Sec. 3(c)(ii)(2)(c)
Limited License Back. Massdrop does hereby grant Designer a limited, non-exclusive and revocable license to use Massdrop’s Joint Inventions solely to the extent necessary for Designer to (i) perform Designer’s obligations under this Agreement; and (ii) to request manufacture of, and purchase, Products solely from the manufacturer designated in Exhibit C, and to sell products incorporating such Products to end users. Input Club (itself or with or through other entities) agrees to not distribute or sell such Products to resellers or distributors.
END
Input_Club has already stated that they are committed to releasing the full-contract for public view upon Massdrop's agreement.
-Quote: We would be happy to release the entire contract for everyone to see, but it is Massdrop’s contract so we don’t want to do that unilaterally.-
According to this excerpt, it would seem Massdrop did indeed grant Input_Club the right to source and sell the switch. (limited to direct-sell, Not reseller or distributor)
However, there is that _revocable_ word in there. Unsure of how either party is interpreting that word without more context.
Usually, if the contract is thorough, it may also contain the conditions or limitations under which the license back would be _revoked_.
If not, then Massdrop has the right to revoke the license back for any reason.
--It would be similar to modern employment contracts that say the employer can fire you for any reason
----Except... for being, ugly, phat ,gender orientation, skinny, etc.. (state/federal)
--- We have a better view of this now, but the community still must await more information before we come to accord as to -The Injustice-
There is still the Dispute on the NAME ONLY aspect of the (HALO) Switch.. There is no contract excerpt released to describe -this- specific contention.
___________________________________________________________________________________
Background Information:
The latest Drama hack, is a very scathing remark against Massdrop
Input_Club, claims that Massdrop is in a breach of contract..
Input_ Club, claims they were under the assumption that they would have license back of their designed halo-switch. A switch that Massdrop has Co-Invested in..
According to Massdrop, it would seem that the original contract with Input Club only stipulates that Input Club would have access to the switch under specific conditions (as replacement parts and as standalone switches via their website).
User -shadowku-'s original thread, has framed the situation in negative light with a Biased thread title and very polarizing opening post.. He seems to be a reasonable fellow and has since made adjustments, but the subsequent discussion has already slanted... !
The pitch fork should not continue in this manner.. as neither party has posted any of the actual contract information.
At the moment, It is all emotion, and no fortifying document has come forward..
Neither Massdrop, nor Input Club
Just post the contract, and the community can read for ourselves..
If this was an actual contract written by actual lawyers, there should be very little confusion.
_______________________________________________________________________________________________________
--from Massdrop--
In our agreement for the HALO switch, Input Club requested an exception to our exclusive distribution rights to allow them to offer switches directly to end customers as replacement parts and as standalone switches via their website. This was a reasonable request, so we agreed and wrote it into the agreement. After that, Input Club launched their kickstarter campaign for the Whitefox, offering HALO switches as an option.
This was against the terms of our agreement, so we reached out to let them know and discuss ways to move forward. Their response was to tell us they would make their own HALO switch, to demand that we change the name of the HALO switch, and to demand that we inform all K-Type purchasers that they were not going to receive authentic HALO switches. At this point they directed us to their lawyer and required that all future communication go through legal channels.
--From Input Club--
..worked with Massdrop to finance the physical tooling that allows them to go to mass production. We assigned Massdrop the patent rights in exchange for a royalty and a “license-back” that we believe allows us to source the switches for use in keyboards. But when we tried to order switches for the WhiteFox/NightFox, Massdrop would not let us source them. They then claimed to own the “Halo” name...
_______________________________________________________________________________________________________
There has to be very specific language to detail this.. we would like to see some documentation...
There is community reputation at stake...
Let's wait for the supporting Documentation.. and put down the pitchforks...!!
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Split-ups like this never end well and I think both sides are hurt and kicking.
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Split-ups like this never end well and I think both sides are hurt and kicking.
That's why we have contracts in the first place.. hahahaha..
You are right -wodan- they should not have done any of the drama post, if they could've settled this by designing a new switch.. hahahaha..
My guess is, they do not have a PR manager..
In venting their anger, comes the mob..
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As a previous very prominent member of this forum told me once, business is business and it isn't personal, this after taking my money and not fulfilling the order as promised.
Personally I have issues separating the two, especially in a community like this.
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As a previous very prominent member of this forum told me once, business is business and it isn't personal, this after taking my money and not fulfilling the order as promised.
Personally I have issues separating the two, especially in a community like this.
Your thoughts Spam.. Cylon business owners and lawyers.. They must have a very good chrome polish.. space travel rated I hurd
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As a previous very prominent member of this forum told me once, business is business and it isn't personal, this after taking my money and not fulfilling the order as promised.
Personally I have issues separating the two, especially in a community like this.
Your thoughts Spam.. Cylon business owners and lawyers.. They must have a very good chrome polish.. space travel rated I hurd
Anytime lawyers get involved, Cylon or not, things get messy and yes shiny usually wins.
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Posted this over on Reddit, posting it here as well -
We will be going through this with legal counsel and posting a response as quickly as is possible. We have several disagreements with statements made here, and depending on what documents we are able to share, it is our belief that you will agree with our position.
However, that is a lot to assume, so please let us time to meet with our lawyer and post a full and accurate response.
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Posted this over on Reddit, posting it here as well -
We will be going through this with legal counsel and posting a response as quickly as is possible. We have several disagreements with statements made here, and depending on what documents we are able to share, it is our belief that you will agree with our position.
However, that is a lot to assume, so please let us time to meet with our lawyer and post a full and accurate response.
Absolutely, take your time.
The only reason for this new thread, is to remind the community, that we can only remain IMPARTIAL, until more information comes forward
Because there is a Community Reputation at stake here.. It was unfair to run the -Previous- thread on this matter, because the OP and Portrayal of facts were highly polarizing...
We wait !!...
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At the end of the day both parties are going to come out looking pretty ****ty, sadly, if things keep getting handled this way. I think matters like this should be solved in private. Even partial releases of contracts will only paint an incomplete picture at best and can unfairly swing peoples views and opinions.
I can think of many better ways to handle this. Mainly starting with friends discussing things over a beer. In this case, I don't see why this didn't work.
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Well this one hell of a clustercuss
Following
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At the end of the day both parties are going to come out looking pretty ****ty, sadly, if things keep getting handled this way. I think matters like this should be solved in private. Even partial releases of contracts will only paint an incomplete picture at best and can unfairly swing peoples views and opinions.
I can think of many better ways to handle this. Mainly starting with friends discussing things over a beer. In this case, I don't see why this didn't work.
Totally agree that the drama should not have occurred.. But now that it's here.. sigh.....
This thread only reminds the community to HOLD HORSES until we have more information...
The two parties involved still has the option at this point to resolve this matter amicably, shake hands, and retain community trust on both sides..
I'm not sure Input Club has a PR manager,
------------it's dangerous to ONLY talk to lawyers, because they almost always exclusively want you to FIGHT, that's their meal ticket after all..
Be wary of Lawyers is the take away for now.. !! hahahahaha
Weigh in with the PR manager in all circumstances,
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(http://i0.kym-cdn.com/photos/images/facebook/000/059/839/pancake-bunny.jpg)
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At the end of the day both parties are going to come out looking pretty ****ty, sadly, if things keep getting handled this way. I think matters like this should be solved in private. Even partial releases of contracts will only paint an incomplete picture at best and can unfairly swing peoples views and opinions.
I can think of many better ways to handle this. Mainly starting with friends discussing things over a beer. In this case, I don't see why this didn't work.
Completely agree. I don't see a reason for I:C to go public about this other than get the community on their side first and use the community as a way to pressure MD. People already have a distaste for MD because of all the delays, errors, etc., so, to me, it just looks like I:C is just trying to get the hate-ball rolling (quicker).
This should be handled in private. Announce it publicly when an actual agreement has been made.
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At the end of the day both parties are going to come out looking pretty ****ty, sadly, if things keep getting handled this way. I think matters like this should be solved in private. Even partial releases of contracts will only paint an incomplete picture at best and can unfairly swing peoples views and opinions.
I can think of many better ways to handle this. Mainly starting with friends discussing things over a beer. In this case, I don't see why this didn't work.
Completely agree. I don't see a reason for I:C to go public about this other than get the community on their side first and use the community as a way to pressure MD. People already have a distaste for MD because of all the delays, errors, etc., so, to me, it just looks like I:C is just trying to get the hate-ball rolling (quicker).
This should be handled in private. Announce it publicly when an actual agreement has been made.
clee290, We do not know that..
It's unfair to say, Input_Club started rolling the H8 Ball..
This is all uncertain until Some Documentation comes forward , REGARDLESS of the emotionally driven posts by either party ...!!
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clee290, We do not know that..
It's unfair to say, Input_Club started rolling the H8 Ball..
This is all uncertain until Some Documentation comes forward , REGARDLESS of the emotionally driven posts by either party ...!!
They didn't start the hate-ball, but got it moving quicker. Like I said, people were already starting to dislike MD because of delays, errors (people getting 2 right-side Ergodox?!), etc., but when I:C posted this, people are now wanting to boycott MD.
https://www.reddit.com/r/MechanicalKeyboards/comments/703kbk/wtf_whitefoxnitefox_and_massdrop/dn03dz7/
https://www.reddit.com/r/MechanicalKeyboards/comments/703kbk/wtf_whitefoxnitefox_and_massdrop/dn03n2q/
https://www.reddit.com/r/MechanicalKeyboards/comments/703kbk/wtf_whitefoxnitefox_and_massdrop/dn04tpj/
Sure, it's unfair for me to assume I:C's true intent, but it's also unfair to MD for I:C to go public about this instead of dealing with it amongst themselves. But hey, go public and deal with public opinion.
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They didn't start the hate-ball, but got it moving quicker. Like I said, people were already starting to dislike MD because of delays, errors (people getting 2 right-side Ergodox?!), etc., but when I:C posted this, people are now wanting to boycott MD.
Sure, it's unfair for me to assume I:C's true intent, but it's also unfair to MD for I:C to go public about this instead of dealing with it amongst themselves. But hey, go public and deal with public opinion.
Ok, clee290, We are in agreement that this was not handled as well as it could've been.
Let's just wait for any official write up, without getting into m0ar h8
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At the end of the day both parties are going to come out looking pretty ****ty, sadly, if things keep getting handled this way. I think matters like this should be solved in private. Even partial releases of contracts will only paint an incomplete picture at best and can unfairly swing peoples views and opinions.
I can think of many better ways to handle this. Mainly starting with friends discussing things over a beer. In this case, I don't see why this didn't work.
Completely agree. I don't see a reason for I:C to go public about this other than get the community on their side first and use the community as a way to pressure MD. People already have a distaste for MD because of all the delays, errors, etc., so, to me, it just looks like I:C is just trying to get the hate-ball rolling (quicker).
This should be handled in private. Announce it publicly when an actual agreement has been made.
Well, they obviously had to, since they are selling a product with HALOs and were stopped from fulfilling the orders. What did you expect, replacing switch model/name without any justification?
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User -shadowku-, has attempted to frame the situation in negative light with clearly Biased thread title and very polarizing opening post.. Was it intentional, we don't know... !
Thanks...
You're quite dramatic about this issue.
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User -shadowku-, has attempted to frame the situation in negative light with clearly Biased thread title and very polarizing opening post.. Was it intentional, we don't know... !
Thanks...
You're quite dramatic about this issue.
Hahahahaahahah I conferred with you in the other thread, u are right I will change that descriptor.
I gotchu don't worry
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The sad part is the Halo will probably end up as an underwhelming switch.
aka If it's too good to be true...
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I wonder if anybody who ordered Kaihua Blue switches could get their keyboards first?
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I wonder if anybody who ordered Kaihua Blue switches could get their keyboards first?
(https://i.imgur.com/lxbxdPw.gif)
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We live in the Social Media Age. Everything gets hashed out in that space now. Get used to it.
Maybe some good will come from this. Maybe this will give I:C an opportunity to design an improved Halo switch that is internally dampened. Bottom-out and upstroke noise is a sin against all that is holy and good. The idea of a purely mechanical switch that feels like a Topre switch is brilliant, but it needs to be just as quiet and, dare I say, as "thocky" as possible to qualify as World's Finest Switch. :thumb:
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The sad part is the Halo will probably end up as an underwhelming switch.
aka If it's too good to be true...
I wasn't too sure about their description, not sure what they mean by modeling topre.
I can't seem to find any close up shots of the stem profile.. did they round something off to make it smoother ?
The description says the switch is smoother..
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We live in the Social Media Age. Everything gets hashed out in that space now. Get used to it.
Maybe some good will come from this. Maybe this will give I:C an opportunity to design an improved Halo switch that is internally dampened. Bottom-out and upstroke noise is a sin against all that is holy and good. The idea of a purely mechanical switch that feels like a Topre switch is brilliant, but it needs to be just as quiet and, dare I say, as "thocky" as possible to qualify as World's Finest Switch. :thumb:
I think mimicking the force curve is certainly possible, but thocky will never happen, because it's an airpocket resonant sound, an mx style spring switch won't ever make such a sound.
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Yeah, that's true.
Maybe they can at least reduce the noise to a dull thud at least.
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Neon Green Alps feel the most like Topre.
MX can't feel like Alps.
Therefore MX can't feel like Topre.
There is only so much you can do with MX. If you want Topre feel buy a Topre.
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There is only so much you can do with MX. If you want Topre feel buy a Topre.
Yeah, that's what I usually do.
However, I need MX stem compatibility because all my keycap sets have MX mounts. That restricts me to the RealForce RGB and the Plum line of keyboards. They're working great, but I like options.
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There is only so much you can do with MX. If you want Topre feel buy a Topre.
Yeah, that's what I usually do.
However, I need MX stem compatibility because all my keycap sets have MX mounts. That restricts me to the RealForce RGB and the Plum line of keyboards. They're working great, but I like options.
Guys, let's try to keep this one about the the issue in question..
Ya'll can make another thread discussing Topre vs Halo, hahahahaha
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Tp4 your easily one of my favorite posters,you have no problem being fun and goofy. When things need to be said you get right down to brass tacks I like that.
I agree fully thought doubt we will ever see full contractual information from either party. My thoughts which are my own is that if either side try's to release them the other will block.
As far as the situation has been handled Input club has kinda left a sour taste in my mouth. Perhaps it was just rage posting but when your as big a part of the community as they are you have to hold your punches. The reason I say that is because they have a lot of sway and power... people will take what they say as gospel and run with it!
I think maturity wise Input Club has a lot of growth. They are a company now selling a product so they have to think about how there customers and investors feel about the way they handle situations. This is no longer a forum where you can post your emotions but instead a place where cold hard facts rule.. and judges will have the final say in what happens. I hope that Input club can grow from this situation regardless of who was in the right or wrong contractually. They have a lot of really amazing and cool concepts and I want them to strive. I hope they learn from this situation
I am still curious to see both sides of the argument thought. At this point! I can't really say how I feel other then to say I give either company another chance regardless. Things happen we can either hold it against them or move on! Truthfully if we refuse to move on we lose a lot from both sides! On one token we lose amazing creators if Input club is in the wrong.. and we decided there no longer a valued part of the community. On the other side if we decided its Massdrops fault.. then you know we lose a valuable resource for bring in new people to the community. We also lose a secure resource for buying and selling products that takes a lot of liability off creators. Love them hate them they both are corner stones of the community and with out both we would lose a lot of the robust choice we have at this point.
I also want to add a few more little tid bits of info! I find it strange to think Input club is the only creator/content producer who has had issues with Mass drop! I would assume other would have as well if there really was a major issue with Massdrop trying to take advantage of creators.
Also think if Massdrop is found at fault then yes they should be held accountable for there actions if they continue on!
Hopefully this doesn't come off slanted I tried to two views one as a average consumer and how they might feel not knowing Input clubs reputation in the community. Instead just basing it off something you want to buy or a possible company that looks catchy to invest in!..
Also just tried to boil it down to what would happen if either side pulled out of the community
Edited for spelling! Sorry I know my Grammar sucks =/
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Official Statement from Input Club, with "Excerpt" from Massdrop/Input_Club contract..
Link:
https://input.club/official-halo-switch-statement/
Contract Excerpt:
Sec. 3(c)(ii)(2)(c)
Limited License Back. Massdrop does hereby grant Designer a limited, non-exclusive and revocable license to use Massdrop’s Joint Inventions solely to the extent necessary for Designer to (i) perform Designer’s obligations under this Agreement; and (ii) to request manufacture of, and purchase, Products solely from the manufacturer designated in Exhibit C, and to sell products incorporating such Products to end users. Input Club (itself or with or through other entities) agrees to not distribute or sell such Products to resellers or distributors.
END
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Key word "revocable"? What does this all mean :confused:
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seems like part ii of that clause makes it pretty clear - IC is allowed to request those switches be made and then incorporated into their keyboard for direct sale to customers, right?
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Key word "revocable"? What does this all mean :confused:
Yes.. that's odd indeed..
But if the full contract has Other conditions that reign in the requirements FOR revoking the right, That would make more sense..
We do not have the full contract to be sure of this..
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seems like part ii of that clause makes it pretty clear - IC is allowed to request those switches be made and then incorporated into their keyboard for direct sale to customers, right?
That is absolutely correct, we are only hinging on _revocable_ at this moment..
It's very likely there should be other terms to determine conditions for Revoking the right..
However, if such other terms do not exist, then Massdrop has the right to revoke the license-back..
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The thing is, this is only a contract excerpt. It's very hard to see the full picture from an excerpt. Just take it to court like businesses do every day, and abide by the court's decisions instead of pouring such vitriol into the community so they can tar and feather based upon incomplete information.
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------------------------------------------------------------------------------------
The community update is important because Input_Club is a community organization HERE at geekhack.. Where-ever the future takes them, they have roots HERE..
So, that's why we are attempting to keep this thread CIVIL, and as close to the released information as possible.
TO AVOID, pitchforking, like the -incident-, of which our very own chuckdee had been an agent of destruction upon. hahaha
That said, let's stick to the facts..
We have a better glance of the situation than we did this morning.. But there are many open uncertainties..
Awaiting Further information, and Massdrop's Response..
Input_Club has already stated that they are committed to fully releasing the contract for public view upon Massdrop's agreement.
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This is just my 2 cents but at this point I:C needs to stop acting like a kid and be adult! Take it to court stop trying bully tactics which is what this feels like. This entire he said she said... mommy they took my toy and I want it back is getting silly. The community is not the place for this level of drama. There also the fact that I:C might have just dragged another major company into this directly or indirectly. That is Kick Starter. What little we can see of the contract.. which I be shocked if we ever see the entire thing.. It could be argued (I AM NOT A LAWYER) that Kickstarter was being used as a distribution platform for the sales of there product I would assume it be up to a judge to decided if thats true or not. At this point I:C doesn't appear to be taking direct legal action but instead trying to resolve things outside of court which would lead me to think they been adviced by lawyers they can't win. I might be wrong and I am taking some guess but... at the end of the day this needs to be a business dispute. I don't see other companies taking and airing there laundry on social media!
I dont know what massdrop is thinking or I:C.. but at this point I:C looks like a bully if they thought they really had the legal rights and president they do... why aren't they in court fighting this instead of trying to get the entire community up in arms? Its one thing to be transparent its another to try and start a riot cause your not getting your way.
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The thing is, this is only a contract excerpt. It's very hard to see the full picture from an excerpt. Just take it to court like businesses do every day, and abide by the court's decisions instead of pouring such vitriol into the community so they can tar and feather based upon incomplete information.
DISCLAIMER: I am a member of I:C, but do not speak for everyone
So I've been party to this whole boondoggle for the beginning, but been a part of this community for much longer. I've seen a few of the comments you've posted here and on Massdrop's forums, and I kinda want to respond.
I:C is mostly comprised of a bunch of guys who do this stuff in our spare time. Massdrop if a VC backed corporation. So I get a little frustrated when I hear the "just take it to court!" as if it's just a matter of flipping a switch and it would be over. In my day jobs of yonder I've been a part of lawsuits and it's not an easy process. Litigation is a long and expensive process, doubly so when there is such a massive disparity in company size.
So when I read your comments it just comes off as victim blaming.
Would you tell someone who felt they were wronged in Classifieds to just suck it up, not make a ruckus and take it to small claims court?
Would you tell someone who felt they were wronged by a merchant to do the same?
What makes I:C different than those above?
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This is just my 2 cents but at this point I:C needs to stop acting like a kid and be adult! Take it to court stop trying bully tactics which is what this feels like. This entire he said she said... mommy they took my toy and I want it back is getting silly. The community is not the place for this level of drama. There also the fact that I:C might have just dragged another major company into this directly or indirectly. That is Kick Starter. What little we can see of the contract.. which I be shocked if we ever see the entire thing.. It could be argued (I AM NOT A LAWYER) that Kickstarter was being used as a distribution platform for the sales of there product I would assume it be up to a judge to decided if thats true or not. At this point I:C doesn't appear to be taking direct legal action but instead trying to resolve things outside of court which would lead me to think they been adviced by lawyers they can't win. I might be wrong and I am taking some guess but... at the end of the day this needs to be a business dispute. I don't see other companies taking and airing there laundry on social media!
I dont know what massdrop is thinking or I:C.. but at this point I:C looks like a bully if they thought they really had the legal rights and president they do... why aren't they in court fighting this instead of trying to get the entire community up in arms? Its one thing to be transparent its another to try and start a riot cause your not getting your way.
Many of these things remain uncertain for now.. Your speculations are wild but not impossible.. hahahahahaha
The distributor is however someone who sells to "stores that sell to consumers"..
Kickstarter is a crowd funding system, THEY MAY have services which work like a distributor, but if Input_Club did not use Kickstarter services in that way, they are not in violation of the -distributors- limitation from the excerpt..
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Giving a Joint Partner the power to arbitrarily revoke a right granted in the contract is equivalent to not asking for, and not being granted the right at all. Surely there are conditions under which revocation can be exercised; we just don't know what those conditions are. If there are no conditions or restrictions, then the whole license-back part of the contract is effectively meaningless, and I don't see the point to agreeing to it in the first place.
It is interesting how folks are taking issue with the public nature of the dispute. So many times I've seen members of this community get very bent out of shape over the lack of transparency exhibited by companies (MassDrop and Signature Plastics to name but two), and now that I:C is being oh so very transparent, they are being crucified for it. You just can't win for losing around here.
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Giving a Joint Partner the power to arbitrarily revoke a right granted in the contract is equivalent to not asking for, and not being granted the right at all. Surely there are conditions under which revocation can be exercised; we just don't know what those conditions are. If there are no conditions or restrictions, then the whole license-back part of the contract is effectively meaningless, and I don't see the point to agreeing to it in the first place.
It is interesting how folks are taking issue with the public nature of the dispute. So many times I've seen members of this community get very bent out of shape over the lack of transparency exhibited by companies (MassDrop and Signature Plastics to name but two), and now that I:C is being oh so very transparent, they are being crucified for it. You just can't win for losing around here.
There's certainly much misinformation out there..
That's why Both Parties are innocent until proven otherwise..
It's not likely that revocation is straight up unconditional, but we do not have that information at this time.
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The thing is, this is only a contract excerpt. It's very hard to see the full picture from an excerpt. Just take it to court like businesses do every day, and abide by the court's decisions instead of pouring such vitriol into the community so they can tar and feather based upon incomplete information.
DISCLAIMER: I am a member of I:C, but do not speak for everyone
So I've been party to this whole boondoggle for the beginning, but been a part of this community for much longer. I've seen a few of the comments you've posted here and on Massdrop's forums, and I kinda want to respond.
I:C is mostly comprised of a bunch of guys who do this stuff in our spare time. Massdrop if a VC backed corporation. So I get a little frustrated when I hear the "just take it to court!" as if it's just a matter of flipping a switch and it would be over. In my day jobs of yonder I've been a part of lawsuits and it's not an easy process. Litigation is a long and expensive process, doubly so when there is such a massive disparity in company size.
So when I read your comments it just comes off as victim blaming.
Would you tell someone who felt they were wronged in Classifieds to just suck it up, not make a ruckus and take it to small claims court?
Would you tell someone who felt they were wronged by a merchant to do the same?
What makes I:C different than those above?
because I:C wants to be a company when you want to branch out and become a company you have to take on all the risk. This is why I kinda don't get the people saying... o the community can handle group buys!. Who wants to take on the risk of buying and basically taking on the liability's of a company.
Thats what this boils down to in my eyes. I am new to the community so I not as swayed by prior actions of I:C.. sure I read about them and its cool and its great what you all do.. but at the end of the day this is how I view things.
I:C Designed something!
I:C wanted that Design to go from Concept to Reality
I:C found a partner willing to fund there venture!
Once they hit that 3rd phase it went from guys having fun and doing what they love to a business. Perhaps that not how I:C viewed it but its how I am. I am sure there are tons of others viewing it The same way.
The business world is a harsh callous place.. and you should always suspect the worse to happen. Plan for the worse hope for the best. Make sure your lawyers are as good as the other guys or better. Then there is the fact I:C decided to host a Kick-starter campaign. I guess you could have argued that kick-starter campaign was just a group buy being hosted by kick-starter but not really sure that the platform is for. I am under the understanding that Kick-starter is a place of business to get there start. The actions of I:C as of late all point to them wanting to be more then a few guys hanging out having fun! in this club! and more to the actions of a start up business.. There been some major successful business that have started in such way's. Including Apple, Walt Disney, HP/Packard Bell and Mattel to name a few... so yep.. I feel bad for Input club I really do but they need to let this go.
I:C to a someone buying something out of the classifieds is stupid. Thats like comparing buying a house vs a pack of gum.. there bought monitory transactions but one is FAR MORE COMPLICATED then the other.
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Snip...
Ok, where to start.
First of all, our response to the situation was to literally make something new when we realized that we weren't going to be able to resolve this with Massdrop. Our goal has been, and will always continue to be, to deliver what we promised to people.
Second, our company has always been about transparency. We open source everything. And when it comes to not being able to give people exactly what we promised, we're going to tell them exactly what's going on within the limits of what we can legally do. I know that makes some people uncomfortable but that's just who we are.
Third, while we may be small and this not all of our full-time jobs we take this very seriously. So the insinuation that we're yolo'ing this because we're being transparent kind of throws me for a loop, like somehow the hallmark of a great and committed company is to keep everyone in the community in the dark.
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This is just my 2 cents but at this point I:C needs to stop acting like a kid and be adult! Take it to court stop trying bully tactics which is what this feels like. This entire he said she said... mommy they took my toy and I want it back is getting silly. The community is not the place for this level of drama. There also the fact that I:C might have just dragged another major company into this directly or indirectly. That is Kick Starter. What little we can see of the contract.. which I be shocked if we ever see the entire thing.. It could be argued (I AM NOT A LAWYER) that Kickstarter was being used as a distribution platform for the sales of there product I would assume it be up to a judge to decided if thats true or not. At this point I:C doesn't appear to be taking direct legal action but instead trying to resolve things outside of court which would lead me to think they been adviced by lawyers they can't win. I might be wrong and I am taking some guess but... at the end of the day this needs to be a business dispute. I don't see other companies taking and airing there laundry on social media!
I dont know what massdrop is thinking or I:C.. but at this point I:C looks like a bully if they thought they really had the legal rights and president they do... why aren't they in court fighting this instead of trying to get the entire community up in arms? Its one thing to be transparent its another to try and start a riot cause your not getting your way.
The thing is, this is only a contract excerpt. It's very hard to see the full picture from an excerpt. Just take it to court like businesses do every day, and abide by the court's decisions instead of pouring such vitriol into the community so they can tar and feather based upon incomplete information.
DISCLAIMER: I am a member of I:C, but do not speak for everyone
So I've been party to this whole boondoggle for the beginning, but been a part of this community for much longer. I've seen a few of the comments you've posted here and on Massdrop's forums, and I kinda want to respond.
I:C is mostly comprised of a bunch of guys who do this stuff in our spare time. Massdrop if a VC backed corporation. So I get a little frustrated when I hear the "just take it to court!" as if it's just a matter of flipping a switch and it would be over. In my day jobs of yonder I've been a part of lawsuits and it's not an easy process. Litigation is a long and expensive process, doubly so when there is such a massive disparity in company size.
So when I read your comments it just comes off as victim blaming.
Would you tell someone who felt they were wronged in Classifieds to just suck it up, not make a ruckus and take it to small claims court?
Would you tell someone who felt they were wronged by a merchant to do the same?
What makes I:C different than those above?
because I:C wants to be a company when you want to branch out and become a company you have to take on all the risk. This is why I kinda don't get the people saying... o the community can handle group buys!. Who wants to take on the risk of buying and basically taking on the liability's of a company.
Thats what this boils down to in my eyes. I am new to the community so I not as swayed by prior actions of I:C.. sure I read about them and its cool and its great what you all do.. but at the end of the day this is how I view things.
I:C Designed something!
I:C wanted that Design to go from Concept to Reality
I:C found a partner willing to fund there venture!
Once they hit that 3rd phase it went from guys having fun and doing what they love to a business. Perhaps that not how I:C viewed it but its how I am. I am sure there are tons of others viewing it The same way.
The business world is a harsh callous place.. and you should always suspect the worse to happen. Plan for the worse hope for the best. Make sure your lawyers are as good as the other guys or better. Then there is the fact I:C decided to host a Kick-starter campaign. I guess you could have argued that kick-starter campaign was just a group buy being hosted by kick-starter but not really sure that the platform is for. I am under the understanding that Kick-starter is a place of business to get there start. The actions of I:C as of late all point to them wanting to be more then a few guys hanging out having fun! in this club! and more to the actions of a start up business.. There been some major successful business that have started in such way's. Including Apple, Walt Disney, HP/Packard Bell and Mattel to name a few... so yep.. I feel bad for Input club I really do but they need to let this go.
I:C to a someone buying something out of the classifieds is stupid. Thats like comparing buying a house vs a pack of gum.. there bought monitory transactions but one is FAR MORE COMPLICATED then the other.
you sound like a really dull person, Hot Roder X, and you're right. you are new to the community. if you plan on sticking around, you might want to act like you want to be part of it.
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you sound like a really dull person, Hot Roder X, and you're right. you are new to the community. if you plan on sticking around, you might want to act like you want to be part of it.
Let's not get into name callin' guys, we're here to keep the information straight.. Ya'll can duke it out in Offtopix if ya'll up for it ..
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The thing is, this is only a contract excerpt. It's very hard to see the full picture from an excerpt. Just take it to court like businesses do every day, and abide by the court's decisions instead of pouring such vitriol into the community so they can tar and feather based upon incomplete information.
DISCLAIMER: I am a member of I:C, but do not speak for everyone
So I've been party to this whole boondoggle for the beginning, but been a part of this community for much longer. I've seen a few of the comments you've posted here and on Massdrop's forums, and I kinda want to respond.
I:C is mostly comprised of a bunch of guys who do this stuff in our spare time. Massdrop if a VC backed corporation. So I get a little frustrated when I hear the "just take it to court!" as if it's just a matter of flipping a switch and it would be over. In my day jobs of yonder I've been a part of lawsuits and it's not an easy process. Litigation is a long and expensive process, doubly so when there is such a massive disparity in company size.
So when I read your comments it just comes off as victim blaming.
Would you tell someone who felt they were wronged in Classifieds to just suck it up, not make a ruckus and take it to small claims court?
Would you tell someone who felt they were wronged by a merchant to do the same?
What makes I:C different than those above?
The fact that I:C had a lawyer going into this. The fact that I:C signed a contract. The two things are not the same. And I'd think that you'd know that, rather than making a false equivalency like that. Handling it in this manner when you have the intent to go to court can backfire on you. Which is the reason that businesses don't do business in that manner. This "we're just engineers taking on the man" smacks of brinkmanship rather than reality. Handle your business. Don't play the game that you're playing now.
Giving a Joint Partner the power to arbitrarily revoke a right granted in the contract is equivalent to not asking for, and not being granted the right at all. Surely there are conditions under which revocation can be exercised; we just don't know what those conditions are. If there are no conditions or restrictions, then the whole license-back part of the contract is effectively meaningless, and I don't see the point to agreeing to it in the first place.
It is interesting how folks are taking issue with the public nature of the dispute. So many times I've seen members of this community get very bent out of shape over the lack of transparency exhibited by companies (MassDrop and Signature Plastics to name but two), and now that I:C is being oh so very transparent, they are being crucified for it. You just can't win for losing around here.
Because that's not how you handle such disputes in general, for the reasons that we are seeing now. And once things go to court, these sorts of statements and documents can unexpectedly come back and bite you in the ass. There's even bullying in I:C's response, although more subtle than the other bullying. Handle it like a business. It will be less destructive to the community than stirring up the villagers with their pitchforks.
I'm just looking at it straight up- I'm not on either side. But this ****? It's very unprofessional and very damaging to I:C, MD, and the community as a whole.
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I am not a lawyer, nor do I play one on TV. However, the license-back clause does seem to be written in relatively normal English language, and I think I may have some idea what this dispute hinges on. I:C have a license "...to sell products incorporating such Products to end users." Which, at first glance, appears to be precisely what they are doing with Whitefox and Nightfox now. However. . .
"Input Club (itself or with or through other entities) agrees to not distribute or sell such Products to resellers or distributors."
I suspect that MD view Kickstarter as the "reseller or distributor" muscling in on their turf here. But is Kickstarter actually reselling or distributing anything? I've been informed that sometimes they can, actually, provide such services to some projects, but I don't think that's typical, and I have no reason to think they're doing that for I:C. But Massdrop might argue that simply providing an online platform, or storefront, for I:C counts as being a "distributor", even though I:C would say they're the ones actually selling and shipping out their own keyboards.
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I am not a lawyer, nor do I play one on TV. However, the license-back clause does seem to be written in relatively normal English language, and I think I may have some idea what this dispute hinges on. I:C have a license "...to sell products incorporating such Products to end users." Which, at first glance, appears to be precisely what they are doing with Whitefox and Nightfox now. However. . .
"Input Club (itself or with or through other entities) agrees to not distribute or sell such Products to resellers or distributors."
I suspect that MD view Kickstarter as the "reseller or distributor" muscling in on their turf here. But is Kickstarter actually reselling or distributing anything? I've been informed that sometimes they can, actually, provide such services to some projects, but I don't think that's typical, and I have no reason to think they're doing that for I:C. But Massdrop might argue that simply providing an online platform, or storefront, for I:C counts as being a "distributor", even though I:C would say they're the ones actually selling and shipping out their own keyboards.
No, Kickstarter is NOT a distributor, UNLESS Input Club used certain Kickstarter services to sell directly to OTHER storefronts (which then sell to end customers)
Using kickstarter as crowd funding source is not selling to a distributor.
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I just want my whitefox that I paid for... I joined the community 2 months ago for the keyboards, not the drama...
Sent from my ONEPLUS A3000 using Tapatalk
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I feel I:C really is just trying to be transparent by explaining what is happening and I do appreciate that. If the backers of the kickstarter will not be receiving Halo switches, it's better we are told earlier than later, and as such, the kickstarter update gives backers the option to modify or to revoke their pledge. Ergo, they had to explain the situation in some way anyhow. Maybe their initial update did sound like they were playing the victim, or maybe they were being sincere - given what we can know, we can only speculate.
I do feel like MD is being a bit more professional about this, like how they're ascertaining that they will give one and only one public rebuttal. However, I think publicly, I:C has put up a more convincing case. I don't think the public will know enough to take sides, and it's probably not something we should do.
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I am not a lawyer, nor do I play one on TV. However, the license-back clause does seem to be written in relatively normal English language, and I think I may have some idea what this dispute hinges on. I:C have a license "...to sell products incorporating such Products to end users." Which, at first glance, appears to be precisely what they are doing with Whitefox and Nightfox now. However. . .
"Input Club (itself or with or through other entities) agrees to not distribute or sell such Products to resellers or distributors."
I suspect that MD view Kickstarter as the "reseller or distributor" muscling in on their turf here. But is Kickstarter actually reselling or distributing anything? I've been informed that sometimes they can, actually, provide such services to some projects, but I don't think that's typical, and I have no reason to think they're doing that for I:C. But Massdrop might argue that simply providing an online platform, or storefront, for I:C counts as being a "distributor", even though I:C would say they're the ones actually selling and shipping out their own keyboards.
The difference is the use of capital and lower case letters in the word "products". Capital P "Products" refers to switches and lowercase p "products" refers to any generic thing they are selling. IC is allowed to sell products (keyboards, testers, etc.) that utilize Products (switches). They are not allowed to sell Products (switches) to a reseller or distributor, but there is nothing written in what was posted that limits IC from using anyone or any method they choose to sell anything else.
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The difference is the use of capital and lower case letters in the word "products". Capital P "Products" refers to switches and lowercase p "products" refers to any generic thing they are selling. IC is allowed to sell products (keyboards, testers, etc.) that utilize Products (switches). They are not allowed to sell Products (switches) to a reseller or distributor, but there is nothing written in what was posted that limits IC from using anyone or any method they choose to sell anything else.
I noticed that distinction too, and I think they mentioned it somewhere in their post. I.E. we're not selling Halo switches, we're selling keyboards that happen to contain Halo switches. But if they think that is the actual point of contention, then they may be misreading Massdrop.
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Granted I'm still a pretty new member of the community and primarily a lurker here, but in my opinion the best course of action would appear to be for I:C to take this to court if they believe they have a valid case against Massdrop. Having gone through small claims court myself a few years ago, I know a bit about how big of a pain in the ass the whole process can be, and I can only imagine how much worse it would be to battle a company like Massdrop that has far more resources than the person I had to file suit against. The reason I say this is because while it will certainly be difficult for I:C, currently carrying things out in the court of public opinion isn't going to accomplish anything.
Regardless of whom the community sides with it isn't going to change the current situation with what's happening with the Fox kickstarter, or future product availability on Massdrop. The way I see it is that both companies are losing out here, since many people (like myself) look forward to I:C products on Massdrop, so Massdrop is losing potential customers, but so is I:C due to lack of exposure. There are a lot of people just getting into this hobby that aren't going to bother sifting through pages of drama to make a decision on whether or not to buy a keyboard or other device. They're just going to look at what's available and choose from there.
This doesn't mean that I think I:C should just give in to what Massdrop is asking, but if those involved with this problem want to continue the fight I think that it would be best to do so legally in a court room and not on public forums online. I've seen a lot of people asking for full disclosure of the contract as well, and I honestly don't think that matters much either. I'm not a layer myself, and while I could read and interpret said contract to the best of my ability I could -and likely would- still miss many of the legal aspects of the wording, which could very well mean something that I don't personally think they do. So in the end it doesn't really matter what I or the community think of the contract, what matters what lawyers and the legal system think of it. Even if it were a very open and shut/slam dunk case against either party, the only way it will count is how the court rules on it.
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As far as I understand, it all went down something like this:
IC designed the switch. Massdrop footed the bill. IC then turned around and used their contract exception to supercede Massdrop, launch a kickstarter, and get all the advertisement back to themselves. This makes Massdrop releasing the same product (and their initial investment) moot. It's also a **** move on IC to give up on their partner. So Massdrop used the actual terms of the contract to stop IC. IC turned around and tried to use things in the contract that were also not mentioned (RE: an unregistered trademark) to try and rein control of the situation. Massdrop escalated the same threats (RE: drop your claim of the halo name). So IC decided to go public with the story so that their version of the new switch is 'seen' as a quality option and so that the community supports them/turns on Massdrop.
This makes IC ****s that are trying to use everybody (the community, massdrop etc.) for their personal benefit. It's also convenient that their first attempt at going public had things a tiny bit out of order and that they use a line like 'We invite massdrop to point out ONE THING that isn't true' after Massdrop said they're not responding anymore.
They don't want to sue Massdrop because they know they'll lose, so they're trying to win the public perception battle.
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As far as I understand, it all went down something like this:
IC designed the switch. Massdrop footed the bill. IC then turned around and used their contract exception to supercede Massdrop, launch a kickstarter, and get all the advertisement back to themselves. This makes Massdrop releasing the same product (and their initial investment) moot. It's also a **** move on IC to give up on their partner. So Massdrop used the actual terms of the contract to stop IC. IC turned around and tried to use things in the contract that were also not mentioned (RE: an unregistered trademark) to try and rein control of the situation. Massdrop escalated the same threats (RE: drop your claim of the halo name). So IC decided to go public with the story so that their version of the new switch is 'seen' as a quality option and so that the community supports them/turns on Massdrop.
This makes IC ****s that are trying to use everybody (the community, massdrop etc.) for their personal benefit. It's also convenient that their first attempt at going public had things a tiny bit out of order and that they use a line like 'We invite massdrop to point out ONE THING that isn't true' after Massdrop said they're not responding anymore.
They don't want to sue Massdrop because they know they'll lose, so they're trying to win the public perception battle.
That's not what happened. I:C has worked with MD on several products in the past, including the first and second drops of the WhiteFox (which is the keyboard in the Kickstarter). I:C went to Kickstarter when they couldn't work out a partnership with MD for further drops of the Whitefox.
Now, MD's initial investment will not be for naught, because the switch that came out of the partnership is being used in the very successful K-Type keyboard, and MD will also likely use this switch in future MD-made keyboards.
You also need to realize that MD and I:C are very different types of organizations. MD is large and corporate as they deal with many different types of enthusiast products beyond keyboards. I:C is a group of hobbyists who are mostly doing this with their spare time. I:C does not have the resources to take this to court. It's not a matter of winning or losing in courts - the process will deplete their resources and even winning it will not help their case.
I:C went public because their update to the Kickstarter explains that people who pledged may not be receiving the advertised "Halo" switch, and may instead receive a newly designed switch (if MD and I:C can't come to an agreement). The update further allows people to change or to revoke their pledge. This is just being transparent, and appropriately so, because there may be people who do not want the keyboard anymore if they cannot get the advertised switches. I don't think I:C is counting on a publicized win, and they never asked for that. It's we, the ones in the forums on MD, I:C, GH, and Reddit, who are voicing our opinions.
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That's not what happened. I:C has worked with MD on several products in the past, including the first and second drops of the WhiteFox (which is the keyboard in the Kickstarter). I:C went to Kickstarter when they couldn't work out a partnership with MD for further drops of the Whitefox.
Now, MD's initial investment will not be for naught, because the switch that came out of the partnership is being used in the very successful K-Type keyboard, and MD will also likely use this switch in future MD-made keyboards.
You also need to realize that MD and I:C are very different types of organizations. MD is large and corporate as they deal with many different types of enthusiast products beyond keyboards. I:C is a group of hobbyists who are mostly doing this with their spare time. I:C does not have the resources to take this to court. It's not a matter of winning or losing in courts - the process will deplete their resources and even winning it will not help their case.
I:C went public because their update to the Kickstarter explains that people who pledged may not be receiving the advertised "Halo" switch, and may instead receive a newly designed switch (if MD and I:C can't come to an agreement). The update further allows people to change or to revoke their pledge. This is just being transparent, and appropriately so, because there may be people who do not want the keyboard anymore if they cannot get the advertised switches. I don't think I:C is counting on a publicized win, and they never asked for that. It's we, the ones in the forums on MD, I:C, GH, and Reddit, who are voicing our opinions.
This is not completely accurate..
Given how slow massdrop moves with certain products, I highly doubt they are that-large.
So it's not exactly Apple vs Joe Shmo.
It's more like a Juice bar vs a lemonade stand..
How large either entities are is also unrelated to the actions they've chosen, should we ever realize the full extent of _greed_ or _maliciousness, (if that even exist)..
We simply do not have enough information to determine that to the fullest..
Any deductions at this point is still premature.
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This is not completely accurate..
Given how slow massdrop moves with certain products, I highly doubt they are that-large.
So it's not exactly Apple vs Joe Shmo.
It's more like a Juice bar vs a lemonade stand..
Sure, I can agree with that analogy, but how slow they move with products is hard to relate to a size. MD isn't THAT big, but my point is that they're bigger than I:C. MD is in a better position to take this to court.
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you sound like a really dull person, Hot Roder X, and you're right. you are new to the community. if you plan on sticking around, you might want to act like you want to be part of it.
Let's not get into name callin' guys, we're here to keep the information straight.. Ya'll can duke it out in Offtopix if ya'll up for it ..
no name calling, just describing the same situation that happens here all the time. some person/group comes up with a really neat idea, and then another group whose motive is mainly profit decides to stick their business in their fun, and then a bunch of people say "hey, that sucks that you're doing that" and then a horde of dullards rushes to the defense of the group trying to make money.
look, dullards: we get it. you have every economic and legal position on lock. contracts. patents. whatever. you have zero original opinion about the issue so you defer to regulations and econ 101 bull**** that doesn't address the reason why people are mad, just so you can hold a position and argue. fine. if you REALLY don't get it, here:
people aren't mad that massdrop exists to make money or navigate a legal economic space. people are mad because they're ****s who communicate poorly and pull hot dog moves like this but claim to be a community resource. legal justification is not a defense for being a **** in a community where creativity and passion are so important.
people are entitled to be passionate about things without economics in the forefront.
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Giving a Joint Partner the power to arbitrarily revoke a right granted in the contract is equivalent to not asking for, and not being granted the right at all. Surely there are conditions under which revocation can be exercised; we just don't know what those conditions are. If there are no conditions or restrictions, then the whole license-back part of the contract is effectively meaningless, and I don't see the point to agreeing to it in the first place.
While there may be some variation state to state based on case law, you'd typically expect to see a contract like that specified as an irrevocable contract with specifically enumerated termination or modification clauses.
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Giving a Joint Partner the power to arbitrarily revoke a right granted in the contract is equivalent to not asking for, and not being granted the right at all. Surely there are conditions under which revocation can be exercised; we just don't know what those conditions are. If there are no conditions or restrictions, then the whole license-back part of the contract is effectively meaningless, and I don't see the point to agreeing to it in the first place.
While there may be some variation state to state based on case law, you'd typically expect to see a contract like that specified as an irrevocable contract with specifically enumerated termination or modification clauses.
Exactly right.
There are many unseen circumstances right now..
Many ya'll are jumping to conclusions too early..
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TO AVOID, pitchforking, like the -incident-, of which our very own chuckdee had been an agent of destruction upon. hahaha
Really? Like that pitchforking you just did now? Stones and glass houses...
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no name calling, just describing the same situation that happens here all the time. some person/group comes up with a really neat idea, and then another group whose motive is mainly profit decides to stick their business in their fun, and then a bunch of people say "hey, that sucks that you're doing that" and then a horde of dullards rushes to the defense of the group trying to make money.
look, dullards: we get it. you have every economic and legal position on lock. contracts. patents. whatever. you have zero original opinion about the issue so you defer to regulations and econ 101 bull**** that doesn't address the reason why people are mad, just so you can hold a position and argue. fine. if you REALLY don't get it, here:
people aren't mad that massdrop exists to make money or navigate a legal economic space. people are mad because they're ****s who communicate poorly and pull hot dog moves like this but claim to be a community resource. legal justification is not a defense for being a **** in a community where creativity and passion are so important.
people are entitled to be passionate about things without economics in the forefront.
There's alot in here, but I don't think there's enough information to fully support some of those possibilities.
Let's just wait it out..
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I didn't post in the other thread because of the cancerous atmosphere already in place there. This is a good thread, Tp4, informative and impartial, good job.
Plainly speaking, it sucks that IC and MD didn't communicate enough or changed ideas during this very interesting business enterprise. I don't think we are going to see the truth about this anytime soon, as it's still early in the dispute, and as I gather the parties are still consulting their lawyers about it.
My only hope is that they will talk it out and produce one product in conjunction instead of separating it and demanding exclusive rights while throwing the other party under the bus. That would be the worst case scenario and it would absolutely suck in terms, as it was said, for the reputation of a whole community.
This said, I'm going to leave my opinion here for posterity, irrelevant as it might be to some, my knee-jerk reaction is that MD tried to trick IC to keep all the profit for themselves so, FOR NOW, I'm on Input-Club's side. Now let's see whether I shall retract this statement.
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this is some james comey ****
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where my boy putin at he involved for sure
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Exactly right.
There are many unseen circumstances right now..
Many ya'll are jumping to conclusions too early..
Indeed, people are assuming way too much here. I draft and negotiate complex semiconductor IP license agreements for a living and without having the wording of the contract in front of me I wouldn't begin to speculate. I'd want to specifically see the definitions and wording dealing with the right to sell the switches on a standalone basis.