Official Halo Switch Statement

Written by Andrew Lekashman

Last updated: September 17th, 2017

Note: This post is an official response to the public claim made by Massdrop here – https://www.massdrop.com/talk/2342/massdrop-halo-switch-update

Their post was a response to our Kickstarter update made here – https://www.kickstarter.com/projects/lekashman/whitefox-mechanical-keyboard/posts/1964996

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First – Myself and the team at Input Club would like to thank everyone who has been supporting us on Reddit, Geekhack, and across the internet. This is an incredibly complex situation involving major parties in the keyboard community, and is one of the first of this scale that the community has had to deal with.

Input Club is an organization that highly values trust, transparency, and innovation. We don’t just say or claim this, we actually have a long track record of being extremely open with our work. To submit evidence of this, I’d like to point everyone toward our Github account – https://github.com/kiibohd – where we open source all of our designs, hardware, software, and firmware so that people around the world can experiment with and build upon our work. We are not a normal company merely focused on profits or venture capital. It is our mission to create great products that are fundamentally better than others on the market and then release the designs so that we can push the entire keyboard industry forward.

We have been working with several major players in the Mechanical Keyboard community to produce and distribute keyboards, one of which is Massdrop. We had a successful relationship for many years and regret that our relationship has come to this.

True to our values of trust and transparency, we think this situation should be discussed in full public view. To that end, I will respond to the update provided by Massdrop item by item so that that we can address what we consider to be true and what is not. The original post by Massdrop can be viewed here – https://www.massdrop.com/talk/2342/massdrop-halo-switch-update

(Italicized text is from Massdrop)

Massdrop: To the Massdrop Community, We were disappointed to learn that earlier today Input Club published untrue remarks regarding Massdrop and the relationship between Input Club and Massdrop. We feel some response is in order so that our community isn’t mislead by these statements, and so the community hears Massdrop’s perspective on the situation.

Input Club: We invite Massdrop to point to a single thing in our Kickstarter Update that is not true.

Massdrop: As you may know, for some time Input Club has collaborated with Massdrop in the design of Massdrop’s HALO switch. Throughout our relationship, Input Club has acknowledged they are the “Designer” of the HALO switch, with Massdrop as the “Manufacturer and Distributor” of the HALO switch.

Input Club: For background, there is a contract between Massdrop and Input Club for the design and manufacture of a keyswitch as well as one for the K-Type keyboard. We had been working for years without any contracts but Massdrop recently started asking for them. In the keyswitch agreement we agreed to assign patent rights to Massdrop in exchange for royalties and a license-back. Our desire was to have the ability to use and sell the switches, but we were willing to give Massdrop the patent rights because we thought they were better positioned for protection and enforcement.

Jacob Alexander and Brandon Muzzin are the named inventors on the patent, not anyone at Massdrop. Massdrop’s webpage for the K-Type keyboard links to the Input Club pages about the switches. Nowhere in our agreement with Massdrop is the word “Halo” written. The agreement is for the switch design only and does not cover the Halo trademark and brand.

Massdrop: Along the way, Massdrop spent tens of thousands of dollars, dozens of hours, and many domestic and international flights to help bring this concept to life. In our agreement, in exchange for this effort, Input Club agreed to receive a royalty from Massdrop from the sale of the HALO switch and Massdrop would be able to exclusively manufacture and distribute the switch.

Input Club: Massdrop did spend tens of thousands of dollars working on this project, that is very true. However, we made it very clear that Massdrop did not have exclusive manufacturing and distribution rights, and the contract makes this obvious.

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. After two months of trying to work with Input Club’s attorney, no agreement could be reached. In fact, Input Club and their attorney threatened to use a public forum as leverage to tarnish the reputation of Massdrop. We refused to give into this bullying tactic, and so today Input Club has followed through on its threat. Regrettably, our relationship with Input Club has ended despite our great desire to find a path forward. The K-Type Keyboard with the HALO switch remains on target for delivery to its customers.

Input Club: We disagree with Massdrop on their characterization of what we asked for in the license-back, although we can easily agree that the two sides probably had different intentions and different recollections of events leading up to the final contract. But what matters in the end is the words everyone agreed to. This is what the agreement says:

BEGINNING –

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: 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.

The agreement allows us to request the manufacture of, and purchase “Products,” that is, keyswitches, in order to incorporate them into “products,” that is keyboards, and sell them to end users. So we asked Massdrop to approve our purchase of the keyswitches so we could put them in the WhiteFox Kickstarter keyboards, as the contract allows. However, Massdrop told Kaihua it was not allowed to sell us the switches.

The last sentence of the paragraph limits sales channels for keyswitches, but there is no limitation like that for keyboards. And all we are selling in the Kickstarter are keyboards.

There is another part of the story Massdrop hasn’t described in detail. Massdrop did “reach out to let them know and discuss ways to move forward.” That “reach out” was a demand that Input Club turn over the Kickstarter and all funds collected. When we didn’t agree, they threatened legal action, which is the point where we asked them to speak to our lawyer instead.

We did indeed tell Massdrop that, if Input Club wasn’t going to be allowed to source the switch we originally planned to call “Halo,” Massdrop would have to change the name of the switch in the K-Type keyboard so people wouldn’t be confused. We own the “Halo” name and can choose what switch is called “Halo.” We also said that Massdrop had to tell the buyers of the K-Type that they were no longer going to be getting Halo switches, if Massdrop chose to proceed in this way. And our lawyer did tell Massdrop’s lawyer that if Massdrop wasn’t willing to come to an agreement on the switches, we would post an update truthfully explaining the situation. We have an obligation to tell our Kickstarter buyers about the changes and any possible delays.

Massdrop: Obviously we did not want things to go this direction, as it is not a positive result for Input Club, for Massdrop, or for the community. We’ve been running the Massdrop Community Design Program for several years now. We’ve worked with many dozens of designers and we’ve never run into this problem before (in fact, nearly all designers go on to work with us on many more projects). One of the main reasons we started this company is to work with enthusiast communities and help bring their ideas to life. We plan to continue and invest further in these efforts, and to take our experiences from this partnership as a learning experience moving forward to help us get better.

Input Club: We also do not think that this is a positive result for anyone. But all of this happened because Massdrop wouldn’t let us to do what the contract allows – to buy keyswitches. Our intention was that everyone, purchasers of both K-Type and WhiteFox, would have the same “Halo” keyswitches. Massdrop chose an outcome that doesn’t allow for this.

Massdrop: Based on their actions so far, it seems like Input Club will likely respond, attempting to continue this discussion in a public setting. We have no interest in engaging further – this has taken up a meaningful amount of time and we’d prefer to spend our efforts working with our other community members and helping them bring their products to market. Thanks for your support, especially all of you who’ve been with us since the start. It’s your interest, actions, and ideas that have made Massdrop the platform it is today.

Input Club: We do believe that these sort of topics should be discussed in a public setting. Group buys are a community endeavour, and the public should know what is going on when they agree to provide support and money for a project. It is especially important to be public when there are major problems or concerns that jeopardize product timelines. It is of utmost importance to be public when these problems are for products that have already launched and collected funds. That is our goal here.