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Entries in Internet Attorney (3)


Your Website Legal Agreements Could Be Useless.

Did that title get you attention?

The post below is an excerpt from a post I have up on - a venture I am launching to help website owners make sure they are implementing website legal agreements properly.  The whole field is really an unbelievable mess.

Website Legal Agreements come in lots of forms –  Terms of Use, Service Agreements, Disclaimers…and many more.  Nearly every website has some form of legal agreement – which means that most site owners, their developers, and their lawyers realize the importance of using the right website legal agreements.

The problem, though, is that most of them are most likely unenforceable.  Not because of what they say (although that certainly could be the case), but rather because the website legal agreements are presented to the site user improperly. For example, burying a “Terms of Use” browsewrap agreement in the footer of a site might not make that type of website legal agreement enforceable.  Additionally, a “User Agreement” that is purported to be accepted by clicking a button or checking a box may not be enforceable of the acceptance process is not constructed properly.  The result of an unenforceable agreement is – well – a completely meaningless website legal agreement that has been reduced to nothing more than words on the internet.

So how do you fix this? Good question.

Generally, for a website legal agreement to be enforceable to a website’s users, the following criteria should be adhered to:
  • The website user must have adequate notice that the proposed website legal agreement exists.
  • The website user must have a meaningful opportunity to review the website legal agreement.
  • The website user must have adequate notice that taking some specified, optional action means that he/she has accepted the terms of the website legal agreement.
  • The website user must actually take that action.

I work with my clients all the time on these issues - and will be launching to help others fix this problem.  I think most people involved in an internet business - developers, site owners and operators, and even lawyers - simply assume that the only thing that matters when it comes to website legal agreements is making sure they are drafted properly.  Sure that is very important, but a contract only means something if people actually know it exists - let alone actually agreeing to it in an enforceable manner.

Have questions?  Give me a shout or ask you lawyer to give your website legal implementation a quick review. And be sure to check out when it launches.




Internet Attorney - A Checklist for Internet Start-ups

Internet start-ups are a lot like traditional, brick and mortar businesses.  The require all of the same things I listed here. There are also some unique matters that must be attended to when starting and operating and Internet Business.  Below is a checklist of some of the things every Internet start up should have.

  • A properly organized corporate entity.  Just because you are doing business on the Internet does not mean you are free from the liability concerns of traditional businesses. Make sure you form an entity through which to do business and adhere to corporate formalities.
  • A plan to protect your intellectual property.  This should include proper registrations of copyrights, trademarks and patents.  It should also include the use of confidentiality, nondisclosure, and invention assignment agreements. There should also be clear, conspicuous notices of your intellectual property rights. 
  • Properly drafted Terms of Use and Privacy Policy for your website.  This is an important step for traditional businesses who's website is merely complimentary to the bricks and mortar.  It is a vital and even more important step for an Internet business.  Don't rely on cutting and pasting from another site - that is just a bad idea.
  • If you are an SaaS provider, make sure you SaaS agreement is bullet proof.  Don't try to do this on your own!  You not only need to make sure the provisions in the agreement are sound, but you also need to make sure that you have a valid acceptance of the agreement by the end user.
  • Make sure you have carefully reviewed any development agreements.  Among other things, this needs to be reviewed VERY CAREFULLY to ensure the scope of the project, developer obligations, warranties and most importantly intellectual property ownership are all adequately spelled out in the agreement.

This list is, of course, not inclusive.  You should consult with an Internet Start Up Attorney prior to and during the operation of your Internet start up business.



An Internet Start-up Attorney - Advising Internet Start-Ups

About 10 years ago, during the Web 1.0 dot-com boom, I co-founded an Internet start-up.  For 3 years I raised capital, hired employees, developed web applications, and did everything else necessary to operate the business.  My experience as an Internet entrepreneur has been invaluable for the portion of my practice that focuses on Internet start ups.  I am a firm believer that specialized experience prior to practicing law allows an attorney to provide real value to clients - beyond just rendering legal advice.  My Internet start-up clients also seem to appreciate the "been there - done that" aspect of my background.

If you have an Internet start-up, contact me  to speak with an Interent start-up attorney that has a practical understanding of your business and the legal issues it faces.