Legal Considerations and Challenges

[Soundtrack]

Voting will be the major way that we make decisons if Plan Z is needed.
But the problem that we have with naming the project is that we need to seccure the name, domain name, logo copyright and so on well before November 30th, just in case - but we can't afford to distract from the momentum we're generating from the main campaign to save CoH - it'd totally undermine our efforts, and make it look like we were already giving up.
The only reason it's even been mentioned on the official forums is to show the wider community that no matter what happens, we're not just all going to go out separate ways on November 30th.
It's simply not possible to publicize and run the kind of large scale poll we'd need for choosing a name without damaging our focus on saving CoH.
If the absoulte worst thing happens, then we're going to need to be ready to swing into action on November 30th, and hit the community with something hopeful when they're at their lowest - the more organized and prepared we are for Plan Z being our only option left, the easier it'd be to energize the community and recruit the volunteers we'd need to have a chance of getting this off the ground.

I'm in total agreement with you.

It's going to be a balancing act... getting ready in case the worst case scenario happens, while not tapping our energies fighting so that the worst case scenario does NOT happen.

Perhaps we need somebody (or somebodies?) who has their skills and talents in time-scheduling. Even if we have a rough draft timeline for key decision-crunching, or calendar dates ("Okay, by the __th (date) of __________ (month) we need to have ________________ ready. Because just one week later on the ___st of ____________ it will most likely require __________ to occur.")

And of course this would all be considered a "WCS" (worst case scenario) timeline, but as a teacher, I know that if I wait until the last moment to make decisions that do NOT align with my curriculum and timeline, the results can be quite detrimental to the "grand scheme". Of course, that's not just for teachers, but for many professions/projects/etc.

But yes, Golden Girl.... I do see from where you're coming and I do agree.

Just wanted to toss out that the decisions should be as democratic as possible (which may not be easy to do)? I mean even if somebody is familiar with survey monkey or some other polling/survey site... that may be helpful?

[Golden Girl]

I'm in total agreement with you.

It's going to be a balancing act... getting ready in case the worst case scenario happens, while not tapping our energies fighting so that the worst case scenario does NOT happen.

Perhaps we need somebody (or somebodies?) who has their skills and talents in time-scheduling. Even if we have a rough draft timeline for key decision-crunching, or calendar dates ("Okay, by the __th (date) of __________ (month) we need to have ________________ ready. Because just one week later on the ___st of ____________ it will most likely require __________ to occur.")

As an example, if NCSoft are stil not shifting their position by the start of November, then although there'd still be time for a rescue, and we'd still be fighting to bring it about, we should also probably start actively looking at engines.

But yes, Golden Girl.... I do see from where you're coming and I do agree.

Just wanted to toss out that the decisions should be as democratic as possible (which may not be easy to do)? I mean even if somebody is familiar with survey monkey or some other polling/survey site... that may be helpful?

The way I look at it, of all the things that would need to be voted on to fully engage the community in the project, the actual name of the project is pretty much last one on the list.
Not having a chosen name would also make us look less organized, and make it harder to attract volunteers, becasue nio matter what we do, we're going to getc a heck of a lot of "don't be stupid", "whatever" and "year, right" comments - presnting a organized and professional pitch to the gommunity would help us a lot, and give the community the biggest boost when it would need it the most.
The worst thing to counter the negativity that would be aimed at the project would be to start off by asking people what they thought we should call it - presenting them with a name, a logo, and a website, even if it's just a single page with the logo on it an d a "welcome to Titan City" message on it would make us look organized, and capable of decisive planning.

Polling would be important once we started the project, a it'd help keep the community interested and engaged while we were carrying out the ginormous amounts of work needed to get the technical side of things going.

[Soundtrack]

The worst thing to counter the negativity that would be aimed at the project would be to start off by asking people what they thought we should call it - presenting them with a name, a logo, and a website, even if it's just a single page with the logo on it an d a "welcome to Titan City" message on it would make us look organized, and capable of decisive planning.

Ok, then who determines what name and logo goes on the page?

That is all I am trying to say. Do I get determine it? Do you? Do seven of us? How about 20 of us?

You continue to call it "Titan City"; what if somebody continued calling it "Phoenix City", or "Redemption City"? "Regal City" or "Town of Majestic".

I'm just saying that one person should not have the power to decide, "Okay... let's call it _________________."

And you started with " the actual name of the project is pretty much last one on the list." Yet you're proposing that we need a name and logo to show others that we're serious. Well, how do we come up with a name to start off with, if that's the last item on which we should vote?

Thus my proposal for a timeline.

[castorcorvus]

We could set up a poll to decide. Pretty basic stuff. We can put in 50 possible names and let everyone choose.

[dwturducken]

In that case, that's another reason why Titan City works - not that I think Phoenix, Arizona would really object to being linked to a city of superpowered people.

As long as there are no PHXPD officers asking supes for their "papers."

Someplace outside the norm, like Phoenix or Des Moines or Nashville has a certain appeal, mostly because the chosen entity wouldn't mind the potential exposure.

[dwturducken]

We could set up a poll to decide. Pretty basic stuff. We can put in 50 possible names and let everyone choose.

That's a better topic for the new City Sunset "channel" out on the main board.  The discussion about Successor IPs has already been moved there, and this original discussion topic really can't afford to be moved just because we can't stay on task.

[castorcorvus]

That's a better topic for the new City Sunset "channel" out on the main board.  The discussion about Successor IPs has already been moved there, and this original discussion topic really can't afford to be moved just because we can't stay on task.

True, I wasn't suggesting that it be held here though lol. That would be asinine.

[laufeyjarson]

Granted, this isn't the most pressing issue at this time, but since it came up, as a (non-IP) attorney, let me throw in my two cents on the copyright infringement issue regarding NPC names and the like. (Not coding which is a separate issue).

The way copyright law works, if there is any possibility that someone is infringing on your copyright, the law just about requires that you sue the potential infringer. Even if you don't care about it or aren't losing money, the problem is that if you don't sue, then somewhere down the road, when someone else infringes and you do care about it, then that party can claim that you abandoned the copyright. This is probably why Marvel sued Cryptic back in the day, not because they thought they would win, but just to cover themselves. My experience is that Paragon has been far less uptight about this particular CoC violation since the lawsuit was resolved. Since Marvel got what it wanted (a track record on protecting it's copyright), there wasn't really anything to worry about.

In a nutshell, copyright law almost forces companies to file frivilous lawsuits to protect their future interests. So obviously don't name a NPC "The Incredible Hulk" or name a city "Metropolis." But beyond a certain point, there's nothing you can do to absolutely guarantee that someone won't sue.

Can you cite a reference on that?  Trademarks work that way, but my understanding is that copyright is copyright, and you don't lose yours by infringement or lack of defense on that.  You don't even lose copyright if you haven't registered it.  It's just yours.

[laufeyjarson]

What about www.titancityheroes.com?

Currently available.

You can check domain names here: https://www.gandi.net/whois/

Also a lot of other places, but that one won't sell your query results to squatters.

[Golden Girl]

And you started with " the actual name of the project is pretty much last one on the list." Yet you're proposing that we need a name and logo to show others that we're serious. Well, how do we come up with a name to start off with, if that's the last item on which we should vote?

I mean last on the list of priorities that we need the whole community to vote on.

[THWAJO]

Can you cite a reference on that?  Trademarks work that way, but my understanding is that copyright is copyright, and you don't lose yours by infringement or lack of defense on that.  You don't even lose copyright if you haven't registered it.  It's just yours.

Like I said, I'm not an IP attorney and you are right about that. But the problem is that there is a grey area between trademark and copyright. If you create a character who is a nerdy scientist who turns into a giant green monster because of being exposed to radiation and call him "Joe Blow" rather than "The Incredible Hulk" that's technically a copyright rather than a trademark issue. Regardless, you will get sued by Marvel in that circumstance. And a clever lawyer can cloud these issues.  You can also get into the differences in copyright law before and after 1976 when the Copyright Act was overhauled. Prior to 1976, complying with formalities was much more important than afterwards. And since just about any Superhero of note was created before then . . . .

Like I said, my main point was that there comes a point where you can't absolutely guarantee that no one will sue you. Where that point is, you need an IP attorney and not me.

[Super Ready]

I am not a lawyer - but I've been involved in a couple of legal matters that have taught me well on how to research things. As such, there's one thing I outright *KNOW*.

Mythical creatures like the Titans and the Phoenix - ones that have existed in lore many centuries before copyright and trademark laws existed - are considered part of public domain, and as such they can't be trademarked. That wouldn't necessarily stop anyone from attempting to sue, but they'd basically have no case and would falter at the first step if facing a competent defence that knows how to file said defence properly.

Where you might run into issues is if you make characters that are similar to the other companies' equivalents. For instance, let's say you make a character called Phoenix, a human female with red hair who has psychic/mental powers. This is an arguable case for copyright, rather than trademark. In the case of a city name? There's no prior examples of similarly named cities, towns or otherwise from other companies that I know of.

Now onto something I'm not 100% sure of. It's something from how companies work in the UK, and I'm not sure if anything similar applies in the US. With a small company, you typically start out as a Limited company (Ltd) that is owned by a proprietor or partners, and if the company becomes large enough you can later opt to become a Public Limited company (Plc). As long as a company is in the Ltd stage, it maintains *complete* control of its shares - the proprietor or partners don't have to sell any shares if they don't want to, though I believe they're also not measured on the stock market either.

If we have that option available to us, it would be wise - at least to begin with - to avoid any possibility of outside influence. I can see a competitor that's failed to sue our attempts into submission just outright buying the shares and ruining the enterprise that way instead.

[SithRose]

In that case, that's another reason why Titan City works - not that I think Phoenix, Arizona would really object to being linked to a city of superpowered people.

Putting here for the legalese folks to see - Everything for Phoenix, Arizona is registered under the "City of Phoenix", not "Phoenix City".

(I live here. There is NOTHING here that says "Phoenix City" at all, anywhere.)

[Olantern]

I'm happy to see this thread is still getting traffic.  Three points:

First,

Okay, I can help with something! Yay!  Even if it is miniscule...

when trying to run a business on various platforms, you have to consider tax liability. Below are links to the irs.gov website to explain things better than I can.

[links omitted]

Thank you so much, Kheprera!  (I was hoping you would show up in this thread; I used to call your colleagues in SPF with all my complex accounting questions back when I worked for the government.)  I recommend that everyone take a look at the Service's website there for some perspective on the kinds of issues we're dealing with.  Despite the popular attitude that tax law is opaque, the Service actually has a really, really good website (which was just redesigned, too); it's relatively easy to find answers to simple questions on there.

Regarding the specifics, I don't know whether a nonprofit (Section 501) organization is the way to go if we end up with a player-funded entity.  For one thing, I'm not sure if an operation to develop and run an MMO could qualify as a 501(c)(3) organization.  Looking at the Internal Revenue Code (yes, I have my own copy of the tax code at home!), that subsection exempts charitable, religious, and social welfare organizations from tax.  I don't think running an MMO necessarily qualifies, though I'm not aware of any court cases or IRS guidance on the matter.  I wonder if 501(c)(7), which exempts "clubs organized for pleasure, recreation, and other nonprofitable purposes," would fit.  (I have never dealt with 501(c) organizations in any capacity, so I'm writing with the valor of ignorance here.  Once again, this is not intended as legal advice.)

For those of you who didn't understand a word of the past paragraph, even after looking at Kheprera's links, do what my grandmother always suggested when one reads an incomprehensible word: say "corncob" and move on.

This tax stuff may seem impenetrable and boring, but it is really, really important.  Having handled lots of tax disputes on behalf of both the government and taxpayers, I can tell you that complying with tax obligations is possibly the most critical duty a business has.  Bad Things Happen when it doesn't.  (For example, if a corporation doesn't comply with its payroll withholding obligations, for instance, the IRS can and does actually pursue the normally-not-liable officers for the shortfall.)

Second, I don't want the thread to get too bogged down in issues like what to call the setting of Plan Z; that really deserves its own thread, especially since it's as much an artistic choice as a legal one.  I do want to explain why I argued that something like "Titan City" (major props to GG for knowing about its referring to NYC, by the way) might present problems.  Those who have argued that no plaintiff could win a lawsuit arguing that a name like that infringes on, say, a trademark on the Teen Titans, are probably correct.  However, just because the plaintiff is likely to lose at the end doesn't make things easier for a defendant.  If we end up with something like a Plan Z arrangement, make no mistake: we are doing no less than forming our own game design studio.  It will be the smallest startup business in a very tough industry, a business without a lot of cash to run its operations.  Such a business can't afford even to defend a lawsuit, even a lawsuit it would ultimately win.  Lawyers and decent legal advice normally cost money, and those are things that are needed when one receives a cease-and-desist letter.  This is what transactional attorneys are supposed to do: find ways to avoid legal entanglements and costs.  Thus, my abundance of caution.

That reminds me, later today, I'll see if I can find a post of mine from the official CoH fora about IP issues.  That may help clear up some of the confusion here around trademark, copyright, and what they mean.  For the moment, all I can say is that they're all things a business meant to "succeed" someone else's IP needs to consider.

Third, also later today, I want to deal with an issue first raised in this thread by Mantic- what are the legal "walls" preventing us from doing things and getting information, and how (if at all) can we get around them?  (Short answer, "Not easily.")

It has been really inspirational seeing all the efforts made to rescue, rebuild, or resurrect CoH the past week.  Thanks again to everyone who's contributed to this thread.  I'll try to make it back later today, but I need to devote some time to prepping for next week's class (on IRS Examinations  ).  Keep up the discussion, everyone.

[NecrotechMaster]

just to throw a name into the pool:

City of Titans

[Mister Bison]

Aim for the top !

World of Heroes ! (before it's taken by a russian game company)

[SithRose]

just to throw a name into the pool:

City of Titans

Let's move actual discussion of names to the Sunset board?

[Dr Asinine]

I have to say this is a good read.  If it comes to it this may be needed and I'm willing to throw my hat into the ring.

A few other points to concider-if the players have to enact Plan Z, then we need something very specific...we need the old Devs.  Not forever if they have new awesome jobs with new awesome game companies, but we need them at least to show whoever we get to replace them the ropes.  This would be -invaluable-.

Also I think we need to point out that even if you are a subscriber that doesn't entitle you to make business decisions or game decisions.  Whoever we get to be the actual developers and designers need to be the final authority about systems, content, etc.  Players often have skewed ideas about what should and shouldn't be done based on their personal experience and not hard numbers and important business decisions.  I think this is very, VERY important.  We need to let those designing design.  Can they take suggestions from the player base?  Hell ya, just like our awesome current (former  :-(   ) Devs.  Can players, just because they have a stake in the game, demand certain changes.  Hell no.  That'll be a great way to ruin what we are trying to save.

As I've mentioned in other threads I'm definitely interesting in being an investor (past my subscriptions).  Please keep that in mind for all of you really working on this.  I'd like to be personally contacted if we head out on Plan Z (although I'm definitely hanging around here and the main forums trying to do what I can).  As a side note...I'd be willing to be a junior systems designer (like power designer) if needed and if I could get said training from someone like Synapse (I think it was he who did powers).  This, of course, is if we can't get everyone back for Plan Z (although I'd still love it regardless...).  I'm willing to work -for free- and devoting much time to it-as much as the regular job and any overtime.

Anyway, Doctor Asinine is doing what he can.  Let me know how else I can help.  In anyway I'm able.

-Doctor Asinine

PS  Hey GoldenGirl, I've gained a lot of respect for you through this.  I very much have disagreed with you on in-game stuff...but you have been invaluable to this.  Funny when people get together on an important issue how little things get completely tossed out the window!

[Mantic]

GG, everybody.... I have a feeling you have not worked on any game or equivalent standalone game mod before.

Recreating the CoH experience can not happen through scratch development, even if you are able to produce a completed MMO game. Having contributed to a number of game and mod projects I assure you that the concept going in is never what you wind up with. I've worked with very talented people -- it's just the nature of the beast that every programmer solves every little problem differently, and no matter how zealous a fan, every talent who contributes is going to have some idea for 'improvement' that winds up taking things in different directions.

Had Paragon Studios themselves produced a CoH2, it would not have had the same appeal. And they would have had the legal freedom to duplicate the systems available in CoH, as well as knowledge of exactly how those systems were implemented.

I do not see developing a new version of the game as a productive line of thought. Rather, it looks like an attempt to hijack the situation and redirect focus.

[Superhobo]

Regarding the specifics, I don't know whether a nonprofit (Section 501) organization is the way to go if we end up with a player-funded entity.  For one thing, I'm not sure if an operation to develop and run an MMO could qualify as a 501(c)(3) organization.  Looking at the Internal Revenue Code (yes, I have my own copy of the tax code at home!), that subsection exempts charitable, religious, and social welfare organizations from tax.  I don't think running an MMO necessarily qualifies, though I'm not aware of any court cases or IRS guidance on the matter.  I wonder if 501(c)(7), which exempts "clubs organized for pleasure, recreation, and other nonprofitable purposes," would fit.  (I have never dealt with 501(c) organizations in any capacity, so I'm writing with the valor of ignorance here.  Once again, this is not intended as legal advice.)

It would be a stretch for an MMO with a paying customer base to be granted a 501(c)(3). The accounting for that might be a nightmare even if it were. That is usually reserved for organizations like churches and The Red Cross, etc. 501(c)(4)s are for organizations like SuperPACs. 501(c)(7)s are for organizations like VFWs, etc. The tough part about trying for a non-profit would be where do the funds go and then who owns what they are spent on. Salaries would be paid, but paying people huge salaries in a 501 has come under fire over the last few years (Red Cross as an example). This is an ongoing debate right now too. If you don't pay senior leadership in a non-profit, wouldn't that talent just go somewhere outside of the 501 world to make the money they can for their abilities? What's left are potentially under qualified/educated/experienced people being put in charge of large budget organizations and not being properly capable to run that organization, so the organization in the end and the people it is trying to help, suffer. The argument is that if it's a non-profit organization, why are donated funds being used to pay seven-figure salaries for a charity? Then they reference the donation-to-distribution ratio chart. That's the total amount disbursed to direct aid divided by the amount donated in aggregate. So if a 501 received $100M in donations in a fiscal year and consumed $62M in direct aid, 62 cents of every dollar received was used for the purpose of the 501, and the other 38 cents on the dollar was used for administrative expenses, salaries, overhead, etc. People like to use that ratio as a basic assumption of efficiency.