Star Citizen - Chris Roberts, lots of spaceship porn, lots of promises

[jsnell]

Timex is absolutely correct. IP covers anything protected by copyright, patents, design patents, trademarks, etc. Both software and art assets would qualify for that.

You might be mixing up the legal term vs. the way the games industry sometimes uses “new IP” to refer to a game that’s not part of an existing franchise. A legal document would always mean the first, never mean the latter.

[dsmart]

Source and object code are generally always protected as intellectual property.

sigh

Five Things Every Software Developer Should Know About Intellectual Property

Can Source Code be Considered Intellectual Property?

To protect your source code, treat it like intellectual property

IP AND SOURCE CODE OWNERSHIP

[Teiman]

Many people here believed this was destined to fail since the beginning. More when red flags started to show.

I am interested now in a catalog of what was really released and if is interesting to check.

I am a bit sad that … events developed the way they have developed.

[Ginger_Yellow]

The ambiguity (to those who don’t know software development, or that Squadron 42 is built from Star Citizen code, engine, assets etc) is in whether or not Star Citizen is really excluded in toto from the secured assets. It is, but only in name.

I’m struggling to follow this. Admittedly I don’t generally cover IP law. But I have covered many, many, contract cases. And the overarching principal of English contract law is that when the “natural meaning” of the contract wording is unambiguous and doesn’t create a commercial absurdity, then you follow it, even if it’s not what the parties intended. It seems self-evident that the natural meaning of the deed of charge is that “Star Citizen” is not part of the collateral. What that means in terms of Squadron 42 being free and clear I can’t say, but if “Squadron 42” rather than “Star Citizen” is “the Game” I don’t see how Star Citizen is somehow captured when it’s explicitly and unambiguously excluded.

[Timex]

Source and object code are generally always protected as intellectual property.

sigh

Five Things Every Software Developer Should Know About Intellectual Property

Can Source Code be Considered Intellectual Property?

To protect your source code, treat it like intellectual property

IP AND SOURCE CODE OWNERSHIP

Just to be clear, you are agreeing with me here, right? The sigh at the beginning made me think you were going to argue against it.

[dsmart]

[quote=“jsnell, post:3986, topic:74635, full:true”]
Timex is absolutely correct. IP covers anything protected by copyright, patents, design patents, trademarks, etc. Both software and art assets would qualify for that.[/quote]

IP and software (source code) are almost always mutually exclusive. There are even court cases whereby one party can own an IP, and another other aspects (e.g. source code, rights to books, but not movies etc). It’s been this way forever.

Putting “Intellectual Property” as a blanket in a term sheet, is a ticking time bomb; that’s why good contracts have it clearly defined, and where necessary, broad or exclusive of rights that are not included. e.g. what Coutts did in their charge sheet.

Owning an IP absolutely does not mean that you own source code or anything that you could lose in a defense. There are entire seminars - and lawsuits around this.

In fact, this problem exists in engineering (see drug patents), movies (see the rights split between DC and Marvel for the same characters), books (see who owns the book rights, and who owns the movie rights) etc.

You might be mixing up the legal term vs. the way the games industry sometimes uses “new IP” to refer to a game that’s not part of an existing franchise. A legal document would always mean the first, never mean the latter.

It’s irrelevant. There is no blanket acceptable usage that is somehow automatically acceptable - just because someone says so. That’s why, for decades, there have been many disputes surrounding this very same thing.

[dsmart]

I’m struggling to follow this. Admittedly I don’t generally cover IP law. But I have covered many, many, contract cases. And the overarching principal of English contract law is that when the “natural meaning” of the contract wording is unambiguous and doesn’t create a commercial absurdity, then you follow it, even if it’s not what the parties intended. It seems self-evident that the natural meaning of the deed of charge is that “Star Citizen” is not part of the collateral. What that means in terms of Squadron 42 being free and clear I can’t say, but if “Squadron 42” rather than “Star Citizen” is “the Game” I don’t see how Star Citizen is somehow captured when it’s explicitly and unambiguously excluded.

And right there, you just outlined the problem that they are going to have if they default, and this ends up in dispute. I know it’s complex, but let me break down with very few words to see if you can see how absurd - and dangerous this charge is.

• Squadron 42 is developed with tech, code, assets from Star Citizen
• There is no way to complete SQ42 without completing SC tech
• There is no way to separate SQ42 from SC, without retaining a “pre-existing condition” even if you branch the code, it will be 1:1 at the point where is diverges, thus triggering 4.2.2 and 4.2.5

All of the above are covered in Section 4 of the Charge.

If the loan defaults, and the bank takes control. They will get everything that makes up SQ42. That includes all the SC stuff that was used to build it. In doing so, regardless of who owns the Star Citizen name, rights etc, they create a conflict because now, the bank has SQ42, the studio has Star Citizen. Both are different only in that SQ42 is single-player, has cutscenes, performance mocap, it’s own music etc.

The default now leaves the bank with an asset that shares components with another asset that the studio claims is excluded.

As the Sun is above, that’s a lawsuit. No question about it. In fact, as the IP attorney I spoke to told me on the phone yesterday, the bank could also make a claim for fraudulent misrepresentation if the studio never disclosed the relationship between the two products. The bank could then claim that it was misled.

Remember, we’re not talking about a movie that uses the same actor. Or a book reprint that has all the same content as the originals, but a different cover. We are talking about two products in which the studio abandons one through a default, while holding on to another - more lucrative (all their revenue comes from Star Citizen) one.

This Redditor has the best analogy for this. You should read his 2-part post on this loan issue. He’s a FED working in FINCEN apparently.

The other scary part? If the bank at some point figures out that the “Game” is actually a combination of both Star Citizen and Squadron 42, but F42/CIG were treating them as separate entities (actually, this explains why they ended up splitting the two games in 2016) in order to take out a loan against one, in order to leave the other “free of claim”, that’s a very serious problem. Why? Well because it should have been disclosed to the bank how these two projects are related, that they share assets, world, IP etc. Trust me, I have seen companies and people get into trouble through unintentional omissions that this is childs play in comparison.
Look at this this way. You have two goats. You tell the bank that they are both male, even though one is female and can produce offspring. Then the female goat gets pregnant, and you start selling the babies, thus making money on two goats that the bank owns. That’s a problem. If the bank find out, that’s “intent to defraud” which can end up being a straight out case of felony fraud. It’s a bit more complex than that, but you get the idea.

[dsmart]

Just to be clear, you are agreeing with me here, right? The sigh at the beginning made me think you were going to argue against it.

To think that, means you didn’t read any of those links. But maybe just read the 1st one, as well as my follow-up comment.

[Timex]

There is no blanket acceptable usage that is somehow automatically acceptable - just because someone says so. That’s why, for decades, there have been many disputes surrounding this very same thing.

Ah, I think that in terms of a legal contract, the term intellectual property is fairly well defined. It would absolutely cover things like copyrights, software patents, etc.

I’m not a lawyer, of course, but I’ve worked quite a bit with various contracts involving software and services, and this interpretation has always been universally held by both sides of every contract involving IP.

Again, I’m not a lawyer, and the software I’ve developed was not “game”, so no one ever used the term “IP” to mean a franchise or anything, and was always just used to describe literal intellectual property.

The lawyers here can probably speak to this better than I can.

[Ginger_Yellow]

And right there, you just outlined the problem that they are going to have if they default, and this ends up in dispute. I know it’s complex, but let me break down with very few words to see if you can see how absurd - and dangerous this charge is.

Squadron 42 is developed with tech, code, assets from Star Citizen
There is no way to complete SQ42 without completing SC tech
There is no way to separate SQ42 from SC, without retaining a “pre-existing condition” even if you branch the code, it will 1:1 at the point where is diverges

All of the above are covered in Section 4 of the Charge.

If the loan defaults, and the bank takes control. They will get everything that makes up SQ42. That includes all the SC stuff that was used to build it. In doing so, regardless of who owns the Star Citizen name, rights etc, they create a conflict because now, the bank has SQ42, the studio has Star Citizen. Both are different only in that SQ42 is single-player, has cutscenes, performance mocap, it’s own music etc.

So how does this work in relation to middleware? Clearly if I develop a game on UE4, and grant a lender security over my game, they don’t get to go after Epic if I default. I don’t really understand how it’s different for SC/SQ42, other than that it’s all within one consolidated group.

[Timex]

To think that, means you didn’t read any of those links. But maybe just read the 1st one, as well as my follow-up comment.

No, I absolutely did.
I mean, the first one is detailing the different ways you can protect software as intellectual property.

One of the articles is literally saying, in the title, to protect your source code as intellectual property.

I feel like we must be arguing past each other? I’m honestly not trying to be argumentative. My company protects our Software as IP. I have to assume yours does too, doesn’t it?

[Ginger_Yellow]

Also, in relation to the other posts on IP, the charge pretty clearly includes source code:

all that copyright in the Game, programmes and any sound recordings made during the course of production of the Game…

It also includes all “game assets”, namely those rights and materials necessary for the production of the game.

[dsmart]

Ah, I think that in terms of a legal contract, the term intellectual property is fairly well defined. It would absolutely cover things like copyrights, software patents, etc.

I’m not a lawyer, of course, but I’ve worked quite a bit with various contracts involving software and services, and this interpretation has always been universally held by both sides of every contract involving IP.

Again, I’m not a lawyer, and the software I’ve developed was not “game”, so no one ever used the term “IP” to mean a franchise or anything, and was always just used to describe literal intellectual property.

The lawyers here can probably speak to this better than I can.

You are correct. And that’s what we’re saying. Just saying “Intellectual Property” covers “source code” or “software” without it being defined as such - in a contract - is problematic.

It’s even worse if you read section 4.2.2 and 4.2.5 which I linked above, and look at “digital materials”

[dsmart]

It also includes all “game assets”, namely those rights and materials necessary for the production of the game.

Yes. And that’s the problem. The SQ42 source code, can’t exist without the Star Citizen source code. See the problem?

[Ginger_Yellow]

How is that different from any game built on a third party engine though? Also, without seeing the loan agreement, in which the key terms are defined, how on earth are we supposed to know what is and isn’t included in “the Game” and “Star Citizen”. They could perfectly well be defined so as to be mutually exclusive.

[Timex]

Also, in relation to the other posts on IP, the charge pretty clearly includes source code

Certainly, the collateral specifically details various pieces of IP which are covered.

But then the portion which excludes stuff, excludes all IP related to star citizen. So that would seemingly reduce the collateral to the subset of IP in SQ42, which is not part of star citizen.

[dsmart]

How is that different from any game built on a third party engine though?

It’s different because all contracts are not the same.

The other problematic part of this is that Star Citizen, and by extension, Squadron 42, uses parts of CryEngine and LumberYard (Amazon’s subset of CryEngine) to build their custom engine (aka StarEngine). Neither of those rights are assignable. Which means if this loan defaults, and the bank gets it - those rights terminate automatically because CIG/F42 do not have the rights to re-assign those rights. It’s right there in both CryEngine and Lumberyard ToS, and it’s standard language for all engines.

[dsmart]

But then the portion which excludes stuff, excludes all IP related to star citizen. So that would seemingly reduce the collateral to the subset of IP in SQ42, which is not part of star citizen.

Right. So do you or do you not see the problem?

[Timex]

You are correct. And that’s what we’re saying. Just saying “Intellectual Property” covers “source code” or “software” without it being defined as such - in a contract - is problematic.

Well, like I said, I’ve seen contracts which use intellectual property exactly like that. It’s extremely broad, and as far as I know, effectively means any creative work.

Generally, you would never use such a term to define deliverables, because it’s so broad, and would require you signing over way more than you intend. Usually, deliverables would be much more specifically laid out (like “the source code developed while performing work on this specific project” etc.). The times when I’ve seen it used like it is here, it’s been used defensively as it is here, to mean any creative works. Which basically means, “you don’t get ANY of this stuff”.

Again, not a lawyer, it’s only my experience, and ultimately we have specific folks who go over the contracts with more experience in the leagalese than me.

[Timex]

Right. So do you or do you not see the problem?

No, I’m missing it. What problem do you see here?