Selling VST2 after October 2018: Steinberg agreement

[ghettosynth]

Someone brought up an interesting concept of reselling VST2 plugins for other developers who missed the getting license. I don't want to offer this myself, but I think it would be nice for a company to volunteer for the sake of other developers.

Certainly nobody is going to do this for free and I'm not sure whether it's legally possible to just "lend one's license" to another developer in some sense. So, if you are an aggregate then I'm sure it's possible, e.g., plugin alliance.

So plugin aggregators become something like labels in the music industry, no?

[vortico]

You're right, it's legally weird, and I'm not a lawyer so I'm just bringing the idea up again. If someone okays it with their own lawyer, they may be able to offset costs by charging certain rates. However, would that in itself violate the VST2 license? I don't know. I wouldn't jump into this without knowing these answers.

[aciddose]

I'm not sure whether it's legally possible to just "lend one's license" to another developer in some sense.

It is entirely possible. You'd need an agreed upon interface/wrapper format. The project binary/code supplied to the licensee would have zero dependency upon the 3rd party library (VSTSDK 2.4 for example.) The end product would then be built and distributed by the licensee and the contract between the author and licensee would only involve the code solely authored by that author.

If that wasn't true you couldn't include other 3rd party libraries in code along with the VSTSDK: for example GPL projects or closed-source including BSD source would be impossible. You also couldn't hire employees to write the DSP or GUI without having every employee individually licensed for all the components of the end product.

For example I can write GPL code. This could be included in any GPL synthesizer project and the end product could include the original VSTSDK and be distributed as a VST plug-in. That wouldn't put any additional requirements on me or my GPL source which is totally unrelated.

Likewise I could (and have) write code and post it here on the KVR forum with a disclaimer "this is essentially public domain: see WTFPL http://www.wtfpl.net/ " Anyone anywhere in the world could include that code in their projects (I can pretty much guarantee this has happened, who knows where code you post on forums over 20 years ends up) and they wouldn't even need to know my name or that I even exist. Neither customers, users, licensees, licensors, distributors or anyone else.

[ghettosynth]

I'm not sure whether it's legally possible to just "lend one's license" to another developer in some sense.

It is entirely possible. You'd need an agreed upon interface/wrapper format. The project binary/code supplied to the licensee would have zero dependency upon the 3rd party library (VSTSDK 2.4 for example.) The end product would then be built and distributed by the licensee and the contract between the author and licensee would only involve the code solely authored by that author.

Yes, that's completely clear. That isn't what I meant, you are talking about what I am calling an aggregator or a distrubutor. What I'm not sure about is to what extent one can distance themselves from distribution and still allow other devs to "use" their license. Is it enough to say that dev X (without a license) is partnering with dev Y (who has a license) and dev X does nothing more than pay dev Y some money and put dev Y's logo on his product and say, this is a devX/devY product? In other words, is your API necessary? Or can this be accomplished with merely a legal agreement between two firms without Steinberg's permission?

I've snipped the rest, I'm not unfamiliar with software licensing. My assertion/question wasn't that naive.

What is clear to me is that you can't simply distribute the VST2 code, even if you have a license to use it so there is some concern with the wrapper that you describe as you will have to distribute this in order to enact your scenario.

I certainly wouldn't do this without getting the lawyers involved. Even then, I think that there's probably more risk trying to do something like this as a small developer. Being right doesn't mean that Steinberg won't sue you in an attempt to stop the circumvention.

[aciddose]

Distribution itself is the part you need a license for. You don't need a license for anything else. That's what copyright is: the right to copy something. When you distribute a plug-in binary you license that right to your user. In so doing you must have the right to include the portions which you derived that binary from.

For example if you create a track including samples from a batman movie this is 100% fine: if you have a license for that audio content from the rights holders. If not once you start distributing your track you may get sued for a portion of both your (real damages) profit as well as "punishment" in some cases (statutory damages.)

Such cases may target multiple defendants (the distributor + author + etc) or individual cases may be made.

What is clear to me is that you can't simply distribute the VST2 code, even if you have a license to use it so there is some concern with the wrapper that you describe as you will have to distribute this in order to enact your scenario.

That isn't what I described at all. What I described was that the interface and code are completely independent from any 3rd party code (such as VSTSDK.) For example it's perfectly legal for you to link in a library like zlib without the zlib developers having a license for the VSTSDK. zlib itself has absolutely nothing to do with it and is 100% independent.

Only you need a license for the components you use when you distribute the product derived from those components.

So yes: you can write the synthesizer + GUI + all other components entirely free from 3rd party libraries. The distributor can then link in those libraries. Only the distributor needs a license for the 3rd party libraries they include: you do not.

So assuming you're "team A": you can write the entire code without any VST or other 3rd party components that require a license. "team B" could then take your code with its own independent interface and wrap it in something like the VSTSDK. Only "team B" would need the license: but only "team B" could distribute the end product.

"team A" would not have a license so could not distribute the end product, although "team A" could always distribute their independent components as desired.

For example it's also possible to have "team B" write you a "VST wrapper" using an independent plug-in interface you ("team A") develop.

The only issue is that you ("team A") could not distribute this wrapper with your plug-in product. The customer would need to acquire the wrapper from "team B" and the plug-in from you ("team A").

This could be possible using an installer you ("team A") write which includes your plug-in. It then could download the wrapper from "team B" server and place it + configure it as needed to load your plug-in.

Technically and legally speaking due to this licensing issue it isn't legal to re-sell a plug-in or any other software containing a license for 3rd party libraries (such as VSTSDK) unless that license explicitly provides a clause to allow re-sale by the end user.

This is because when you re-sell such a binary including multiple 3rd party libraries and licenses you do not inherently have the right to transfer the license. The original distributor had the right to assign the license to you (for the binary derived from 3rd party libraries such as VSTSDK) but VSTSDK does not provide a clause enabling you (the user) to further distribute and sub-license from that point.

So the 2nd hand user could not be assigned a complete license because the original distributor's limited license to distribute the derived binary would not extend to you (the original owner.)

So... again technically legally speaking: the rights holder for VSTSDK could sue you (the original plug-in licensee / owner) if you sold such a plug-in 2nd hand without having a license for VSTSDK yourself.

If a 3rd party library did include such a sub-licensing or re-sale clause it would enable anyone to distribute wrappers by claiming they were end users. Which is why they don't: that type of clause would render the whole contract invalid and pointless.

What we do have however are the "first-sale doctrine" and other legal precedents and laws. The contracts don't need to explicitly specify such bogus clauses because the copyright implementation itself (the law) already has exemptions specifically to work around this problem.

For example selling a book or record 2nd hand.

[ghettosynth]

Distribution itself is the part you need a license for. You don't need a license for anything else. That's what copyright is: the right to copy something. When you distribute a plug-in binary you license that right to your user. In so doing you must have the right to include the portions which you derived that binary from.

Yes, that's clear. The question that I'm asking is about how one goes about defining a legal entity that allows one to "lend" their license and whether that's possible. No offence, but I'm not asking YOU for advice about this.

I imagine that it's entirely possible to setup such a structure, the question isn't about the obvious responses that you're posting, rather, it's about to what extent such structures can be crafted without violating the agreement.

If dev Y forms a partnership with dev X and dev Y has a license, why can't this partnership then distribute plugins? What are the boundaries of the legal entity that signed the agreement and this partnership? What are the legal barriers that prevent dev Y from telling Steinberg, "yes, that's my company?" Many small devs just used their name on the agreement.

I don't think that this can be answered simply based on the regurgitation of basic copyright facts. This comes down to the details of the contract.

What does "distribution" actually mean in this context. Does dev Y simply need to setup a shopping cart framework that can be embedded in dev X's web page? So, all products are then purchased from dev Y, copied from dev Y, but ordered from dev X's page. Can dev Y be this distant from the development?

If this hinges, and I suspect that it does, on just distributing the VST2x source, which dev X still has even though he has no license to use it, must dev Y now setup a server to compile the plugin for dev X? Can he do this completely transparantly so that dev X simply uploads his source sans VST2x, dev Y compiles and places the binary in his catalog and then provides devX the aforementioned cart code to embed in his web page.

For example, anyone right now, with or without a license, can download Juce because they have an agreement with Steinberg to distribute the VST2 code. So that does not require a Steinberg license to use and compile, only to distribute. So such a dev could do all of his in house testing and then ship his code to dev Y to compile and distribute, again, appearing mostly transparent to dev X's customers.

[ghettosynth]

What is clear to me is that you can't simply distribute the VST2 code, even if you have a license to use it so there is some concern with the wrapper that you describe as you will have to distribute this in order to enact your scenario.

That isn't what I described at all. What I described was that the interface and code are completely independent from any 3rd party code (such as VSTSDK.) For example it's perfectly legal for you to link in a library like zlib without the zlib developers having a license for the VSTSDK. zlib itself has absolutely nothing to do with it and is 100% independent.

Yes, I understand what you described, you are missing my point. If your wrapper is just a shallow interface for the Steinberg API, then Steinberg still may challenge your solution, especially if the only reason that you defined the interface/wrapper is to aid others in circumventing the VST2 license agreement. zlib and the VSTSDK are clearly independent, your wrapper, not so much.

You left off the important part of that point, you don't have to actually be in violation for Steinberg to sue you. See Roland for examples of this.

[aciddose]

The partnership wouldn't have a license. The license is non-transferable from dev Y to dev X.

So dev X could license portions to dev Y, dev Y could combine dev X work + 3rd party works for which dev Y has a license and dev Y could then copy and distribute that combined end product.

There is no possibility to create a "shared right" via some sort of partnership. Dev X could never acquire the right dev Y has if dev Y did not have an explicit grant to sub-license or transfer their rights from the original licensor.

Copying, duplication, reproduction are one right.
Distribution is separate.

Copying includes any time you make a copy. For example emailing yourself a back up, writing it to disk, running the installer or launching the program (copies the program to memory to run on the CPU, plus copies within the CPU as it runs and executes.)

Distribution involves selling or otherwise distributing (selling for "free" also applies) a product. You don't need to make a copy if you already own a copy such as a book you hold in your hands. You can distribute this without copying it (if similar first-sale defense applies), but you may not have the right to copy it to create a duplicate or derivative.

Yes, it's all BASIC copyright stuff.

[aciddose]

If your wrapper is just a shallow interface for the Steinberg API

Yeah sure... and if you're a murder you could be arrested... for murder.

So what? For that to apply someone actually needs to be killed.

[aciddose]

I think what you misunderstand about a "partnership" (you must mean a corporation?) is that if one shareholder had a license for a 3rd party library it wouldn't mean anything.

The corporation ("partnership" or otherwise) would need to have the license, not merely one or multiple share-holders.

In fact if your corporation distributed the end product without a license it would be in violation even if all the share holders had licenses to distribute individually.

If you were going to distribute as an individual there would be no reason for the corporation to exist in the first place. It couldn't grant you any protection.

[ghettosynth]

The partnership wouldn't have a license. The license is non-transferable from dev Y to dev X.

I'm not talking about transferring any license. Moreover, I'm not arguing that this is possible. That was my initial statement, I don't know to what extent one can "lend" their license, to which you replied that it's "entirely possible."

You then described an API/wrapper that is clearly defined to circumvent the VST2.0 license and how you felt that this is completely fine.

I am then introducing scenarios to push to what extent that relationship is "fine" and asking questions about where it might fail.

You seem to think that there's some well defined boundary between dev X and dev Y, that's not so clear to me.

So dev X could license portions to dev Y, dev Y could combine dev X work + 3rd party works for which dev Y has a license and dev Y could then copy and distribute that combined end product.

Any my comments are related to the extent that this can be transparent to the relationship between dev X and dev Y, or not?

Yes, it's all BASIC copyright stuff.

We can agree to disagree, I don't think that you're shedding any light on the subject.

[ghettosynth]

I think what you misunderstand about a "partnership" (you must mean a corporation?)

No, not at all.

[aciddose]

If this hinges, and I suspect that it does, on just distributing the VST2x source, which dev X still has even though he has no license to use it, must dev Y now setup a server to compile the plugin for dev X? Can he do this completely transparantly so that dev X simply uploads his source sans VST2x, dev Y compiles and places the binary in his catalog and then provides devX the aforementioned cart code to embed in his web page.

No, that isn't how it works. It wouldn't be "sans VST". The code would be entirely independent and could function separately to the full extent without the 3rd party library.

Only "dev Y" would fully assemble the parts derived from both dev X's work and other 3rd party libraries.

"Dev Y" would then have the rights under their license to distribute that finished product.

"Dev X" would always maintain the right to distribute and license their own work to anyone including "dev Y". They could use the code in other products to do anything so long as it did not include anything associated what-so-ever with 3rd party libraries "dev X" does not have a license for.

Any moron can write a software synthesizer and any moron can write a generic interface to send notes, process the signal and control parameters. That stuff is all extremely generic and existed way before VST (or similar 3rd party libraries) did.

To actually include it with a 3rd party library under copyright protection you would need a license to do so.

For example, anyone right now, with or without a license, can download Juce because they have an agreement with Steinberg to distribute the VST2 code. So that does not require a Steinberg license to use and compile, only to distribute. So such a dev could do all of his in house testing and then ship his code to dev Y to compile and distribute, again, appearing mostly transparent to dev X's customers.

JUCE doesn't include anything related to Steinberg. So anyone can use JUCE according to the license provided by JUCE's authors.

In order to build something including a 3rd party library however you would need a license from the authors of that 3rd party library. For example, to compile a VST plug-in with JUCE you require either 1) the VSTSDK by Steinberg or 2) another 3rd party implementation of the VST2 compatible interface.

If you don't want to compile a VST plug-in JUCE can be used to produce lots of other plug-in formats without needing any specific license other than for the code you actually use.

Just because JUCE is "potentially capable" of including a library like VSTSDK, that doesn't automatically require every user of JUCE to have a Steinberg license. That would be absolutely ridiculous ex post facto bullshit and the entire software industry and all of human civilization (even the bible, etc) would not be possible.

[aciddose]

I think what you misunderstand about a "partnership" (you must mean a corporation?)

No, not at all.

So you mean "no, nothing at all" then? Why did I even bother to reply.

A partnership depending on legal jurisdiction is either:

1. A group of two or more individuals with agreements between them.
2. A type of corporation which operates as a legally distinct entity.

In the case of #1 it's meaningless. It's exactly the same as if two individuals were entirely distinct.

In the case of #2 (depending on state or jurisdiction) the corporation would need rights assigned to it distinct from any shareholder or member of the group (partnership or otherwise.) In having those rights assigned (such as licenses) it would enable all shareholders to act via the corporation and utilize those rights.

[Skupje]

Yes, I understand what you described, you are missing my point. If your wrapper is just a shallow interface for the Steinberg API, then Steinberg still may challenge your solution, especially if the only reason that you defined the interface/wrapper is to aid others in circumventing the VST2 license agreement.

There is no proprietary agreement.