Last Saturday, at Wizard World Chicago, I attended a panel on Zuda, DC's new online comics venture. Here's what I found out.
Well, actually, I didn't find out that much that we didn't already know. Let's recap what we already knew:
* We knew that DC was taking open submissions of web comics.
* We knew that the web comics couldn't be based on existing DC properties, or anything not owned 100% by the creators.
* We knew that DC was looking to buy 52 "episodes" of each comic.
* We knew that the creators would retain copyright, but that DC would have the right to license the comics.
* We knew that there would be "American Idol" style voting to figure out some of the comics that would be part of Zuda.
So what did we learn at the panel?
* First, that DC didn't brief the panelists (Richard Brunning and Kwanza Johnson) on the legalities of the deal that is being offered to creators. Or DC hasn't figured it out themselves yet. Or both. During the panel, Brunning noted that DC would own the trademarks in the characters. I asked whether the trademarks would be registered with the Patent and Trademark Office, and if so, in what categories. Brunning and Johnson looked flabbergasted, then bullshitted me for thirty seconds before moving on to the next question. Clearly they had no idea.
* Speaking of legalities, Brunning and Johnson mentioned that they would be putting the contract online for everyone to see. Makes sense, since you ought to know what kind of deal you're getting before you sign on to the deal. Brunning and Johnson also said they would be putting an English translation of the contract online, since lawyers don't speak English. This peeved Mike Chary and me; we are both lawyers, and I'm pretty sure we both speak English. In point of fact, a good lawyer won't put anything in a contract without a reason. I'm assuming DC has good lawyers, so I therefore assume that all of the contractual language has a purpose. Dollars to donuts, the "English translation" they post will be close to what the real contract says but not exactly right in some of the details. I wonder what will happen if someone sues Zuda over one of those differences?
* I asked whether, given the fact that DC's is a corporate affiliate of one of the biggest internet companies in the world (AOL), how did Zuda plan to leverage that relationship. Brunning's response was that DC very much wanted to retain control of Zuda, and so had made a decision not to involve AOL. Later, Brunning noted that Zuda would make use of Warner's movie, television, toy, etc. capabilities in licensing the comics, so the "We must keep this in the DC family!" explanation rings a little hollow. To me, this says corporate is not particularly committed to this.
* On a related note, I asked what, if anything, Zuda planned to do to make itself known to that portion of the public that doesn't read Newsarama and attend Wizard World. Brunning and Johnson's response was to basically say "It's the internet. We don't need to advertise -- it's viral. Everyone's seen that dramatic hamster, right?" Interestingly enough, I had dinner that night with Mike Leib, who does viral marketing (among other things) for a living. One thing that Mike made very clear -- not that I didn't already know this -- is that viral marketing doesn't just happen. It takes planning. Sure, every now and then something will catch on with the YouSpaceBook crowd and take off on its own (like the hamster that Johnson referenced, which is actually a prairie dog, but whatever). That's the exception, though, not the rule, and one ought not to count on lightning striking.
* Finally, someone asked the question that's been on everyone's mind: What the heck does the name "Zuda" mean? The answer is "absolutely nothing." The brain trust behind Zuda decided they like words that start with "Z." Somebody threw out "Buddha," they changed the "B" to a "Z," and presto -- they had a name. So now you know.
Posted by Jason Fliegel at August 17, 2007 1:11 PM
Speaking of legalities, Brunning and Johnson mentioned that they would be putting the contract online for everyone to see. Makes sense, since you ought to know what kind of deal you're getting before you sign on to the deal. Brunning and Johnson also said they would be putting an English translation of the contract online, since lawyers don't speak English. This peeved Mike Chary and me; we are both lawyers, and I'm pretty sure we both speak English.In point of fact, a good lawyer won't put anything in a contract without a reason. I'm assuming DC has good lawyers, so I therefore assume that all of the contractual language has a purpose. Dollars to donuts, the "English translation" they post will be close to what the real contract says but not exactly right in some of the details. I wonder what will happen if someone sues Zuda over one of those differences?
Contractual language is generally there for a reason (although it's not unknown for that reason to be "it was in the form contract I cribbed from" :-) ). But it's also true that people not legally trained (and some who are, albeit hopefully not when they're doing work for a client) will often have their eyes glaze over when reading dense legal drafting, or fail to invest the time and effort to understand what they're signing. (If you read through every EULA you click through during a software installation or web registration, you're a better man than I am.) We can say "Well, if you sign something you don't bother to try to understand, you deserve what you get," but that doesn't really address the problem-- and even litigation that you win is generally more expensive than litigation you avoid.
I don't think it's unreasonable to make a simplified summary of the contract terms in the hopes that the signers will at least read and understand that. Even if the summary is misleading or wrong in some respects, the average reader's overall understanding of the terms may well turn out to be greater. (And I'm sure DC will at least try to cover their liability with language to the effect of "This is an unofficial summary intended to aid your understanding-- if you want to know the full details, read the contract, whose terms fully control" etc. etc.)
Many thoughts came to mind while reading this. Unfortunately, none of them are related enough to merit weaving them together:
I'm recalling the line from General Mitchell, on M*A*S*H, "Now just a minute! This is a press conference! The last thing I want to do is answer a lot of questions! "
I can only imagine what their reaction was to your questions, especially when asked about it afterwards, "Then this lawyer guy gets up and asks us about registering with the Patent and Trademark Office! Geez, where do they find these geeks?!"
I also think you posted this simply to make me wonder if I shouldn't have stayed here and gone to Wizard World. (Then again, had I been there, I would have been a distraction to your questions, since their answers would have given me a savage case of the giggles.)
We don't need to advertise -- it's viral. This seems to mesh far too well with my perception of comic companies' marketing abilities.
His question was more trenchant than mine which was "Isn't this the same system that gave us Reuben Stoddard?"
I thought the Reuben Stoddard question was quite incisive. Zuda's answer was "Hey, if the voting public wants Reuben Stoddard, who are we to argue?" Which completely missed the point that the American Idol voters were happy to make Reuben the winner, but not at all interested in buying his albums. Are we going to end up with Zuda comics that nobody really wants to read (let alone watch as a movie/buy as a toy/whatever)?
I asked whether, given the fact that DC's is a corporate affiliate of one of the biggest internet companies in the world (AOL), how did Zuda plan to leverage that relationship. Brunning's response was that DC very much wanted to retain control of Zuda, and so had made a decision not to involve AOL. Later, Brunning noted that Zuda would make use of Warner's movie, television, toy, etc. capabilities in licensing the comics, so the "We must keep this in the DC family!" explanation rings a little hollow. To me, this says corporate is not particularly committed to this.
Actually, this answer strikes me as completely consistent, even leaving aside the very questionable premise that AOL is "one of the biggest internet companies in the world" and thus would be helpful in promoting Zuda.
I spent several years working with and around Time Warner and AOL before the merger. It would have been a serious mistake to think of Time Warner as a single corporation; it is, instead, a series of warring fiefdoms. DC has always been in the Warner Publishing fief; DC is a small but valued part of Warner and knows how to work with them. AOL is--and always has been--something completely separate, poorly understood, feared, rightly hated, and (in the last few years) held in contempt by the long-time employees of Time and Warner. One of the best ways to guarantee that Zuda died stillborn would have been to propose cross-promoting it through AOL.
Kevin, you're almost certainly right about the corporate fiefdoms within Time Warner, and it was unfair of me to set the two statements against each other. On the other hand, you're wrong about AOL not being big. Alexa has it as the #55 site worldwide in terms of traffic and the #12 in the U.S. One out of every 75 people on the internet visits AOL. It's not what it was a few years ago, but a link on AOL.com would steer a lot of eyeballs to Zuda.
Just placing a link for Zuda on AOL.com isn't exactly "leveraging" the potential of the partnership.
It's not a lot of leveraging, but it's more leveraging than they are apparently doing.
So the contracts for Zuda are up now with the reversion clause. What is your take on the contracts?
"we are both lawyers, and I'm pretty sure we both speak English".
Q: How many lawyers does it take to change a light bulb?
A: Such number as may be deemed to perform the stated task in a timely and efficient manner within the strictures of the following agreement:
Whereas the party of the first part, also known as "Lawyer," and the party of the second part, also known as "Light Bulb," do hereby and forthwith agree to a transaction wherein the party of the second part (Light Bulb) shall be removed from the current position as a result of failure to perform previously agreed-upon duties, i.e., the illumination of the area ranging from the front (north) door, through the entryway, terminating at an area just inside the primary living area, demarcated by the beginning of the carpet, any spillover illumination being at the option of the party of the second part (Light Bulb) and not required by the aforementioned agreement between the parties.
The aforementioned removal transaction shall include, but not be limited to, the following steps:
1.) The party of the first part (Lawyer) shall, with or without elevation, at his option, by means of a chair, stepstool, ladder, or any other means of elevation, grasp the party of the second part (Light Bulb) and rotate the party of the second part (Light Bulb) in a counterclockwise direction, said direction being non- negotiable. Said grasping and rotation of the party of the second part (Light Bulb) shall be undertaken by the party of the first part (Lawyer) with every reasonable caution by the party of the first part (Lawyer) to maintain the structural integrity of the party of the second part (Light Bulb), notwithstanding the aforementioned failure of the party of the second part (Light Bulb) to perform the aforementioned customary and agreed-upon duties. The foregoing notwithstanding, however, both parties stipulate that structural failure of the party of the second part (Light Bulb) may be incidental to the aforementioned failure to perform, and in such case the party of the first part (Lawyer) shall be held blameless for such structural failure insofar as this agreement is concerned so long as the non-negotiable directional codicil (counterclockwise) is observed by the party of the first part (Lawyer) throughout.
2.) Upon reaching a point where the party of the second part (Light Bulb) becomes separated from the party of the third part ("Receptacle"), the party of the first part (Lawyer) shall have the option of disposing of the party of the second part (Light Bulb) in a manner consistent with all applicable state, local, and federal statutes.
3.) Once separation and disposal have been achieved, the party of the first part (Lawyer) shall have the option of beginning installation of the party of the fourth part ("New Light Bulb"). This installation shall occur in a manner consistent with the reverse of the procedures described in Step 1 of this document, being careful to note that the rotation should occur in a clockwise direction, said direction also being non-negotiable.
NOTE: The above-described steps may be performed, at the option of the party of the first part (Lawyer), by said party of the first part (Lawyer), by his heirs and assigns, or by any and all persons authorized by him to do so, the objective being to produce a level of illumination in the immediate vicinity of the aforementioned front (north) door consistent with maximization of commerce and revenue for the party of the fifth part, also known as "The Firm."