The end is finally nigh for the ongoing litigation roller coaster
that is the Facebook/Mark Zuckerberg v. Cameron and Tyler
Winklevoss saga. This has always been an interesting piece of
software litigation based upon (a) the personalities involved and
(b) the scale. It is safe to say that when you are one of the
fastest growing companies in the country, you are going to face
litigation. In fact, that's why you call me. And it is
equally logical that when you are creating a website or working...Read More »
Agreement titles are funny things. In their best use they
quickly describe the general subject matter of the contract.
For most situations a simple title is helpful. E.g.,
"Services Agreement" helps differentiate between a contract for
services and one for goods. That is helpful. Many
contract titles are more descriptive (e.g., "License Agreement",
"SaaS Agreement" or "Software Service Level Agreement" to describe
the technology nature of the agreement).
Where a client is using form...Read More »
Where a client is using form...Read More »
China has enacted the "Interim Administrative Measures on
Internet-based Transactions of Goods and Related Services" that
will take effect on July 1, 2010. This regulations should
have a significant impact on e-commerce in China. One can
only assume that it will also impact Software Service Level
Agreements, SaaS law, and cloud computing law. The
regulations appear to be focused on Business - to-Consumer issues
and consumer-to-consumer activities, but the actual language of the
regulation is...Read More »
A
software service level agreement is an important
component to your engagement with a client, as this gives them an
insurance policy that you will provide the software as a service at
a level that satisfies them. The SLA should include your
services, availability, performance, priorities, responsibilities,
guarantees, warranties and specifically define the what the
"level of service" to be provided will be. However, a software service level agreement can be somewhat tough to negotiate because...Read More »
How
many times have you signed up for a service on-line, scrolled past
all the legal jargon, and clicked "I Accept" or "I Agree"
without taking the time to actually read the terms and conditions
you're agreeing to? Admit it. We all do it.
But, just as a warning to be careful the next time you're purchasing that new mp3, or more importantly signing your company up for something on-line... those shrink-wrap and click-wrap agreements have been held by the courts to be binding.
Contracting in...Read More »
There are several scope of license issues to work through when
handling license agreement negotiations. In my SaaS law (SaaS
legal consulting) practice I often see licensees wanting to open
the scope of the license to its “affiliates”.
For many larger SaaS customers this makes sense as these businesses often operate as families of companies rather than single operating entities. The customer may need to open the license to its other companies in order to properly use the software. Just last...Read More »
For many larger SaaS customers this makes sense as these businesses often operate as families of companies rather than single operating entities. The customer may need to open the license to its other companies in order to properly use the software. Just last...Read More »
Here
at Alerding Castor Hewitt, LLP, often times we work with clients
who have software that inherently transcends state and national
borders. Not just brick and mortor storefronts, many of our clients have customers nationwide and around the world.
Such is the realm of cloud computing law, and it's up to us as technology legal counsel to answer the inescapable question of what state, federal, or even country's law applies should a lawsuit arise.
Well, if you haven't contracted for this simple...Read More »
A
client asked me today if it is more usual for customer payments to
be in advance or in arrears in Software-as-a-Service (SaaS) license
agreements. It is a great question as this is a common point
raised in licensing agreement negotiations. The nature of a SaaS law license is that it is a subscription transaction. There is a guaranteed term with a right to some use of the technology. What makes SaaS transactions unique is the collaborative support services that support the license. Some...Read More »
A SaaS client of mine recently pointed me to a change in
the Google Apps Service Level Agreement (SLA). Google changed
the definition of “Downtime Period” in their SLA to exclude the
first 10 minutes of any time the SaaS tool is
unavailable. Thus, if the tool is unavailable for less
than 10 minutes, that is excluded from any of the administrative
headaches or credits to be issued for downtime.Here is the full Google Apps SLA (notice the definition for "Downtime Period"):
Also, notice that...Read More »
Negotiation
strategies are often quite similar to interrogation
strategies. “Clock Negotiation” is a process often used by
large companies with deep pockets and bureaucracy when dealing with
smaller companies with lesser pockets.The goal of the large company is to send contract negotiations through multiple stages of review – with each stage going to a different division or office of the company. In each stage following the first, the officer will chip away more and more at the terms or...Read More »
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