Do you have a process for a successor license holder?

[Kilt]

This is like an estate planning question.

Do you have a process for someone else to automatically take over as the legal license holder in the event the originating license holder dies? This could be a co-owner or joint owner process, as for real property and bank accounts. Or it could be a beneficiary designated in advance process, as for insurance policies, 401k plans, pensions, and in-trust bank accounts.

This is a real world problem that can be avoided by proper and flexible planning. The first administrator of our VB forum suddenly died, and saving the forum was a legal and lengthy nightmare because the license was tied up in the decedent's estate. The potential XF administrator is going to be another old guy -- a Scottish lawyer.

 

[Max Taxable]

This is something more people should think about and plan for. Myself, I've been divesting myself of my web properties as I've aged. Selling off everything to worthy loyal longtime members. I want to leave nothing of any consequence on the web. Don't want to leave anyone hanging.

 

[bzcomputers]

Is this really an issue?

I look at is as long as multiple people have administrative login access (site & server), it'll only cost you $160 (plus add-ons) to get a new license and then you can just run under it. That is only an initial $60 more than you'd pay to renew anyway.

Getting a probate lawyer into the mix isn't really necessary, especially when you look at the value of most sites and the cost of the lawyer at $250+/hr. You could have a new license with an additional 4 years of renewal for a single hour of a lawyer's time. Multiple people with admin access will likely safely cover most XenForo sites out here.

 

[Kilt]

Having admin access is not the same as being the legal licensee. As I understand Xenforo's business practices, only the legal licensee can request support. Only the legal licensee can transfer the license. Legal licensees can only transfer the license once. Legal licensees are (usually) people, and people die.

I'm not suggesting any member hire a lawyer. I'm asking Xenforo if their business practice allows joint ownership or successor ownership of their licenses, so that an XF license doesn't get tied up for years in a deceased licensee's estate. (Same issue for a domain registration.) Joint or successor ownership is very common way to plan for succession in other licensing fields, as it is for all property ownership -- whether real, personal or intellectual property.

 

[Paul B]

I'm asking Xenforo if their business practice allows joint ownership or successor ownership of their licenses

If the transfer request is made by an authorised party then the license can be transferred; a family member for example, a joint owner with access to the purchase transactions.
We have dealt with this situation several times.

However, as posted above, it's not a show stopper as far as a forum is concerned.
Anyone can purchase a new license and continue to operate the site.

 

[Kilt]

If the transfer request is made by an authorised party then the license can be transferred; a family member for example, a joint owner with access to the purchase transactions.

Thank you for the response, Brogan, but I'm not asking about a transfer after death or at any time.

I'm asking whether Xenforo, at the outset, will license Adam and Eve jointly as XF co-licensees -- just as Adam and Eve are allowed to own their home, car and bank accounts jointly. So, if Adam dies, Eve will be the sole licensee without any need to transfer or deal with Adam's estate.

 

[Paul B]

Purchase the license and set the account up under a generic site email address, such as admin@site.com.

Anyone with access to the email address and password will then be able to access the XF customer account, change the details, etc.

You're overthinking it.

 

[Kilt]

Purchase the license and set the account up under a generic site email address, such as admin@site.com.

Anyone with access to the email address and password will then be able to access the XF customer account, change the details, etc.

You're overthinking it.

Haha, I'm thinking the simplest way any Scottish lawyer would to plan for business succession, but what I don't know, and appreciate your telling me, is Xenforo's business practice. Even though you are politely avoiding my original question about joint licensees.

Are you saying that your practice includes legally licensing your product to a generic email name rather than a real person's name or a legal business name? And anyone who contacts you via that email name can request service or transfer a current license?

I would never have thought of that. I've been involved with software licensing law for almost 50 years, and I've never seen a licensing agreement in which the licensor or licensee is identified by an email name. An email name is not a legal entity. But if Xenforo effectively allows that practice via the way an account is set up, then that might indeed be a practical work around for my dead licensee scenario. Thank you.

 

[Mendalla]

Purchase the license and set the account up under a generic site email address, such as admin@site.com.

Anyone with access to the email address and password will then be able to access the XF customer account, change the details, etc.

You're overthinking it.

This is how Wondercafe2 is set up. We have 3 admins and while I do most of the work right now, I do go on trips, get sick, etc. so the others may need access in my absence.

 

[Mr Lucky]

This is a question worth discussing

If the transfer request is made by an authorised party then the license can be transferred; a family member for example,

I don’t wish to nitpick, but purely being a family member (or, more importantly, claiming to be) should not imply legal authorisation. Think how many family disputes arise due to contesing wills.

All lawers these days have to be aware of the importance of IP and online assets such as websites. We were advised to list them in an informal side letter to the will with instructions if specific sites were to go to specific beneficiaries (as you do with jewelry etc, art etc.)

The problem would be that they just think of a website as a static pice of online property, whereas the smooth running of a forum can't wait months and months for probate - which I think is the essnce of this thread.

It is probably (as mentioned) best practice to already have someone in place who has email and login and super admin status). I see the biggest issue not being xenforo licence but the web host who should obviously be following very syrict security precautions so it may be worth speaking to them about what happens.

Larger forums may not be such an issue if they are owned by a limited company with various different authorised officersm it is more the one man band sole trader or hobby forums that coudl have the issues so I for one am gald this whole topic has been raised.

NB: the side letter to my will does include my sites and instructions for logins etc., but I hadn't previously considered the issues raised here about necessary authorisation - whether it's the software licenses or the web hosting.

 

[Mendalla]

It is probably (as mentioned) best practice to already have someone in place who has email and login and super admin status). I see the biggest issue not being xenforo licence but the web host who should obviously be following very syrict security precautions so it may be worth speaking to them about what happens.

My host allows you to add additional users to the account and any listed user can renew, request support, etc. So we have the account under our generic admin address, then me and another admin who sometimes pays the bill as a additional users.

Basically, while we have never incorporated WC2, we treat it like a corporation. It doesn't belong to me or any of the admins, but to the community and we are just the folks who keep the lights on. It could be argued that we should make that official by incorporating, but with dwindling numbers there's a non-zero chance of us winding it down before our next domain renewal (I just renewed for four years).

 

[Paul B]

Even though you are politely avoiding my original question about joint licensees.

The XF customer account interface only allows for a single name to be assigned to the account.
So in that respect, it isn't possible to jointly list multiple parties.

However, as explained, the email address can be domain specific with the named person acting as the point of contact.
That named person can be changed at any time as the business needs change (personnel leaving, changing roles, etc.).

Many of our customers, specifically businesses, are set up this way.
There is nothing to prevent a personal/hobby site from doing the same though, as @Mendalla has confirmed.

I don’t wish to nitpick, but purely being a family member (or, more importantly, claiming to be) should not imply legal authorisation.

It does not.
If we are not satisfied that the request is valid, we simply don't transfer the license - in some cases the persons(s) who take over the site purchase a new license as we have refused to transfer it.
Fortunately we've only had to deal with the situation a handful of times.

With regards to lawyers, proof, etc. it's impossible for us to know whether the person accessing the account is actually the account holder.
If you for example were to log in to your customer account now and request a transfer, we would action it as you have access to the account and email address associated with it.
However, it may not be you but someone with access to your log in details, or someone who happened across your unlocked laptop.

I see the biggest issue not being xenforo licence but the web host

That is indeed the case.
There have been instances where sites have been lost as there was no handover process in place for the hosting/database.

 

[Rhody]

I was a lead moderator for a forum for a number of years, and took over ownership when the original owner retired.

Xenforo was excellent about making the transfer happen. We did it all by emails and a support ticket.

 

[Kilt]

I'm not going to use the generic email gimmick nor the corporation method I'm about to describe, but our site's current VB5 license is in fact owned by a corporation. (Actually an LLC, but I just use corporation lingo for simplicity.)

Adam sets up Genesis Corporation. Adam owns all the Genesis stock and appoints himself president. Hence, he can take all legal activities on behalf of Genesis, including the buying of a forum license and administering the Genesis-owned forum. Later, Adam sells all the Genesis stock to Eve, who appoints herself president. Later still, Eve sells all Genesis stock to Cain, who appoints himself president.

How many "transfers" of the forum license have there been? I won't ask Xenforo, but my answer under corporate and tax law familiar to me is NONE. At all times the forum license has been owned by the same legal entity, Genesis Corporation, and has never been transferred.

Succession planning for assets upon death, including a forum license, can be handled in a similar way.

When Adam sets up Genesis, he has all stock issued in the names of Adam and Eve jointly. Adam and Eve appoint Adam president. Genesis buys a forum license, which Adam administers. Adam dies. Eve is now automatically the sole owner of all Genesis stock and appoints herself president. The forum license has always been owned by Genesis, has not transferred at Adam's death, and Eve can take full control of the forum as administrator.

As others have pointed out, there can also be legal problems with the web host upon the death of Adam. So also with the domain name if Adam is the registrant. If the web host had been hired initially by Genesis and the domain had initially been registered to Genesis, there would also have been no succession-at-death problem with those assets.

These are all real world problems. Right now, I can buy an XF license under my name and hire a new web host, but I can't get legal access to the VB data in the old web host or the domain name without the participation or consent of the current administrator's corporation, which owns both. It's difficult, because I'm not Eve.

There are bugs in all of life's programs.

 

[GW2]

Purchase the license and set the account up under a generic site email address, such as admin@site.com.

Yes. This is exactly what we have done. Our XF license is set up under admin in the name of our nonprofit corporation so that any of our four admins can access the account with the password and username. We have done this also with our server provider, domain names, and SSL certificate. So if any one of us admins drops dead today, the others can carry on everything related to the forum.

 

[Paul B]

Which is the best way to do it and avoids unnecessarily complicating the issue.

 

[Kilt]

Which is the best way to do it and avoids unnecessarily complicating the issue.

I like the way GW2 has structured things, but I'm not sure most lay forum starters would consider it uncomplicated.

First, a corporation has to be set up. Then, if it's in the USA, the corporation must file for 503(c) status with the Internal Revenue Service to become a legal non-profit corporation. Then, the corporation must be properly constructed internally with bylaws or other proper documentation so that each of the people serving as administrators of a forum are also legal agents (such as officers), so each can carry on the legal affairs of the corporation. A lawyer is not necessary to do any of these things, but they usually are involved in the USA.

Now, even if some of this has not been done properly under law, it may not make a practical difference if a software company, web host company, or domain registry simply complies with any instructions it gets from a given email address no matter who is actually sending the email. Before email, such a transaction would have taken place via a paper letterhead, the legally unauthorized use of which would have been called forgery.

For a forum that has only one administrator, with absolutely no one else willing to be a co-administrator, succession planning with any of these legal or quasi-legal devices is difficult.

As a lawyer, I find this discussion quite interesting but I'll drop out, given that it may not be strictly on topic for this forum. However, I would suggest that Xenforo give some consideration to issuing joint licenses upon request, since it is a common and much simpler means of succession planning than the setting up of corporations by customers.

 

[IFireflyl]

I like the way GW2 has structured things, but I'm not sure most lay forum starters would consider it uncomplicated.

It's not complicated, but your post makes it sound complicated. You do not have to start/register a corporation, file any forms, et cetera. When purchasing Xenforo you would simply fill out the registration form like this:



You're thinking that you actually have to register a company, or LLC, or whatever, but that's over-complicating the scenario. Set up the Xenforo license like the above image shows, and then you're all set.

 

[GW2]

I like the way GW2 has structured things, but I'm not sure most lay forum starters would consider it uncomplicated.

First, a corporation has to be set up. Then, if it's in the USA, the corporation must file for 503(c) status with the Internal Revenue Service to become a legal non-profit corporation.

A corporation is not required. It could be you, your wife, and mother-in-law that have account access.

 

[rainmotorsports]

It's good to be prepared and this matters for things like domain names. But so long as you have access to the domain name and the database, not having access to the original Xenforo license will not stop the site from running, legally or otherwise so long as you address the situation appropriately.

This is exactly what would happen of our license holder (who retired 2 years ago) died:
1. The site is still licensed to run it, in perpetuity because now no one has access to change the domain name in the control panel.
2. They need updates so they will have to shell out $160 for a new license.

So a well prepared succession plan can save you $160-$345 or more. But worst case scenario doesn't even come close to involving lawyers, waiting etc so long as they do have that amount of money. A different scenario where that estates license passes along to a new owner who wants to use it (unlikely) yes you need to change licenses which is once again a small financial matter.