FDGL, John Haggis - Making Your Facebook App Legal

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Facebook Developer Garage London July 2011 Event.

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FDGL, John Haggis - Making Your Facebook App Legal

  1. 1. Setting up and building it rightA brief legal look at Facebook apps and other matters @johnhaggis jhaggis@sheridans.co.uk
  2. 2. Intro Part 1 - Starting a companyPart 2 - Legal and Commercial matters
  3. 3. Why start up IDEA?
  4. 4. How can you protect ideas Copyright? Confdential discussion? Non Disclosure Agreement?
  5. 5. IncorporationWhy use a company?
  6. 6. IncorporationWho is involved? Own the company Shareholders Receive proft Shareholder rights Directors Manage the company Employees
  7. 7. Off the shelf? ORSHAREHOLDER AGREEMENT / NEW ARTICLES OF ASSOCIATION?
  8. 8. • should shareholders be equal (subject to share amounts)?• can directors can be removed?• good leaver / bad leaver?• retain voting rights on certain matters (unanimous, majority, veto rights)?
  9. 9. • tag along / drag along for minority shareholders?• casting vote in case of board dispute?• who can nominate director?• plus more...!
  10. 10. Remember though:• Taxes (VAT, Company Tax, R&D tax credits)• Annual return• Board meetings• Management accounts
  11. 11. • Audited accounts• Operating budget• Insurance• Proft Dividend• Keep paperwork safe
  12. 12. and one more thing...• You can structure company set up to protect assets• Parent company / Operating subsidiaries
  13. 13. D2/S2 D3/S3 10B Shares 10B SharesD1/S1 40A D4/S4 40A shares Holding Company Ltd shares owns 100% Trading Company Ltd Your customers Your customers NB: get independent legal advice!
  14. 14. Legal and commercial mattersWhat do you need to consider when building you app/product?
  15. 15. I.P.E.E Identify Protect Exploit Enforce
  16. 16. • Copyright• Trade mark• Patent• Personal Data• Other
  17. 17. Copyright• What is it?• Who owns it?• How can I own it?
  18. 18. Copyright• Where is it in an app?
  19. 19. Copyright• Source code
  20. 20. Trade Mark• Your brand identity (Company and/or product)• Check IPO.gov.uk - don’t rely on Google• TM or ?• Which territories?• Which classes?
  21. 21. Patent• Copyright does not protect software functionality.•A patent could protect your inventive step if you create something new and technical.• Patent in software is diffcult in EU - easier in US.
  22. 22. Data• Underlies all social networks / free online services• Helps monetise services• Helps understand users interactions - therefore improve service
  23. 23. Data So what legal issues involved with data on Facebook?• Is it personal data?• Personal data is any data which could be used to identify a living individual• If it is personal data, then Data Protection Act 1998 applies
  24. 24. Data• Asdevelopers you have already entered a legally binding agreement as to how you will manage Facebook data before you even build your app.
  25. 25. Data• What about in the platform policies?
  26. 26. Data• So what does this actually mean?• When the app loads, you set out the uses of the basic user data AND have a privacy policy in place for any extra uses you want to make.• This is both a requirement under the Data Protection Act 1998 and set out in Facebook’s terms (for the same reason).
  27. 27. Data• What does Data Protection Act 1998 say about using personal data?•8 data processing principles:• fair & lawful processing,• obtained for specifed and lawful purposes only,• obtain only data you need,
  28. 28. Data• obtain accurate and up to date data,• can’t store data longer than purpose it is needed,• process in accordance with data subject’s rights,• take appropriate technical & organisational steps to ensure processed securely and won’t be damaged,
  29. 29. Data• don’ttransfer outside EEA unless to a country with same security standards. NB USA is not an approved country!
  30. 30. Data• All developers should look at uses of personal data and see if they need to use Privacy Policy. Most likely you will!• Privacy policies should be very transparent as to the data you want to collect and the purposes of collection.
  31. 31. Data• Can you cut and paste someone elses’ privacy policy?• Benefts of seeking legal advice on your privacy policy?• Age of data subjects?• What if you get caught out?• Register as Data Controller at ICO?
  32. 32. Other• Where will you locate your servers?• What is Truste scheme if USA can’t be trusted?• Whatcommercial points should you consider in hosting agreements? NB standard contractual terms do not mean best commercial position you can get!• Terms of Use• Cookie law
  33. 33. Thank you• jhaggis@sheridans.co.uk• @johnhaggis

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