intellectual-property licensing fair-use bankruptcy
Do licenses created by a company dissolve, void, or simply invalidate if said company bankrupts / sells assets?
<p>So I made a previous question about a dissolved or possibly bankrupted company that I wanted to use assets of for a fan-made remaster / remake of their game.</p>
<p>The said company has given access to their art / assets under this agreement:</p>
<blockquote>
<p>This Fan Kit License is an agreement between you and Bytebin LLC. By accessing or using the Fan Kit, you agree to be bound by and comply with the terms of this License and the Deepworld Terms of Service (<a href="http://deepworldgame.com/terms" rel="nofollow noreferrer">http://deepworldgame.com/terms</a>).</p>
<p>Deepworld has an amazing community and we wish to allow our players to be as creative as possible when sharing Deepworld experiences, information, and opinions. We encourage you to use the Assets contained within this Fan Kit to enliven any Deepworld-related websites, Facebook pages, apps, or other online spaces (&quot;Fan Sites&quot;), as long as it is in accordance with this License. If you violate the agreement, we may contact you and try to resolve the matter, or pursue legal action if we are unable to come to a resolution. Bytebin may, in its sole discretion, terminate the right to use the Fan Kit for any reason whatsoever with or without notice.
USAGE</p>
<p>Bytebin grants you a limited, non-exclusive, non-transferable, revocable license to use the Fan Kit solely for the purpose of enhancing Deepworld-related topics on your own Fan Sites.</p>
<p>RULES</p>
<ul>
<li><p>You are not permitted to charge a fee to visit, use, or acquire your Fan Site.</p>
</li>
<li><p>You are not permitted to sell any products that feature any of the assets, including those you have made alterations to.</p>
</li>
<li><p>You ARE permitted to monetize your Fan Sites with advertisements.</p>
</li>
<li><p>If you monetize with advertisements, you are not permitted to use or display any of the Fan Kit assets in your advertisements or imply that Bytebin sponsors your Fan Site.</p>
</li>
<li><p>You are not permitted to manufacture or distribute physical items such as T-shirts that bear any Deepworld trademarks or assets.</p>
</li>
<li><p>You may make modifications to the assets, but Bytebin still retains full ownership and copyright of your derivative works. Alteration does not change any of the other stipulations of this License.</p>
</li>
<li><p>All Fan Sites must include a Bytebin copyright and agreement notice: &quot;Deepworld assets are Copyright 2014 Bytebin LLC. Bytebin is not affiliated with and does not endorse, sponsor, or specifically approve this site.&quot;</p>
</li>
<li><p>Bytebin reserves all rights not expressly granted in this agreement.</p>
</li>
</ul>
</blockquote>
<p>I want to know if a license is upheld, even if a company goes bankrupt, or is dissolved. Are said licenses transferred if the assets are sold?</p>
<p>I noticed this specific line in the license:</p>
<blockquote>
<p>Bytebin may, in its sole discretion, terminate the right to use the Fan Kit for any reason whatsoever with or without notice.`</p>
</blockquote>
<p>Which I'm assuming in layman's terms means &quot;We can cancel your right to use the assets at any time, with or without notice&quot;</p>
<p>Although we never DID receive notice, I still don't think they ever &quot;terminated&quot; the license, it was part of a fan kit available to community to use in Websites and Games. (Art and assets)</p>
<p>I'm not super focused on the details of this specific license (Although that would be nice to know about), Im more solely curious about how this license functions after the company is dissolved.</p>
<p>Assuming since the dev team and founders have terminated all social accounts and the company ran out of money to host servers, it seems they went bankrupt. However, I have not found any account of a new shareholder or owner of the assets, its highly unlikely they sold the assets, they most likely split it up between the different artists and the developers of the game.</p>
<p>And assuming all of that together, the company still technically exists, as its members are still &quot;in contact&quot; and still own the game and its assets, is it possible I can still &quot;use&quot; this license in a legal environment to some extent?</p>
<p>I highly doubt this license allows for the creation of an entire game with original art, or even an app, it seems to mainly focus on using the art in Websites.</p>
<p>What can you guys tell me?</p>

<h2>Bankruptcy does not normally end a contract</h2>
<p>Of course, bankruptcy may cause the bankrupt to breach the contract because they can’t fulfill their obligations allowing the other party to terminate it.</p>
<p>Assuming this doesn’t happen, a contract is both an asset and liability of the bankrupt company in that they create both benefits and obligations. As such, it must be dealt with by the bankruptcy trustee like all other assets and liabilities.</p>
<p>This particular contract creates a liability on the other IP assets of the company and, in a sense, is part of those assets. So, whoever ended up with those assets has them encumbered by this license (whether they know it or not). If those assets were sold then the buyer is bound, if they were distributed to the creditors or shareholders then they are bound.</p>

<blockquote>
<p>Assuming since the dev team and founders have terminated all social
accounts and the company ran out of money to host servers, it seems
they went bankrupt.</p>
</blockquote>
<p>That is not a safe assumption. A company could run out of cash and stop operations without filing for bankruptcy protection. Bankruptcy is generally for when a person or firm has debts that it cannot pay.</p>
<p>In any case the copyrights and other IP are still owned by <strong>somebody</strong>. That person or entity, whoever it is, is still bound by the license, and has all the obligations and rights that the original owner had. Since the license may, according to its terms, be canceled at any time without notice, it doesn't impose much obligation, but the owner could not successfully sue for a use which is in compliance with the license prior to any termination. The owner would would probably have to take some steps to let license holders know of any termination.</p>
