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Entries in SaaS Law (4)


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.




Clio - How I Manage My Law Practice From Anywhere

My law practice is basically a virtual law practice.  I work from a home office, and I try to leverage technology to greatest extent possible to make my practice completely portable.  I am also a technology geek - so I am constantly toying with the latest gadgets and services for use in my practice.  With those characteristics serving as a backdrop, you can imagine that when I started my solo practice, I was basically obsessed with finding the best way to manage my practice...and manage it in the cloud using SaaS (for those of you who are not tech savvy, this explains what I mean by "in the cloud", and this explains what I mean by SaaS).  That took a number of the traditional desktop applications out of the running immediately.  I have a good laptop, and a server that backs my laptop up every night, but I don't want the lifeblood of my practice, my practice management system, running on my machines - which are completely dependent on me for technical support.   SaaS was the only way to go.

I looked at and tried everything.  RocketMatter came close and has some nice functionality, but the interface was less than desirable and just seemed clunky.  Then I found Clio - and it was perfect.  First of all (and this might be sad that I list this as the first reason I chose Clio) - the interface is very, very slick, easy to use, and intuitive.  It has all sorts of "ajax-y" menu and form systems.  Secondly, it has all the functionality I need - time tracking, task management, and most importantly, online invoicing and billing. Everything is streamlined.  My billing cycle varies from client to client, matter to matter - but with Clio I never have any problems keeping track and getting bills out the door.  The clincher for me, though, was the ever-evolving ClientConnect system - which allows for the creation of a password protected client area.  Clients can login, see and comment on documents, and see and pay invoices. 

I have traded many emails with Clio's co-founder and president, Jack Newton. I have even seen a few of my functionality requests actually be implemented in the application.  They are not shy about reaching out and engaging customers.

If you are looking for the best way to manage your law practice in the cloud, check out Clio!





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.



10 Things Every Lawyer (and non-lawyer) Should Know About Legal SaaS

My solo business and technology law practice is almost completely dependant on SaaS - I run very few applications on my laptop other than a browser - which of course is how I access the many SaaS applications that I use.  The heart and soul of those SaaS applications is Clio - a super slick practice management tool that saves me all kinds of time keeping tabs on my practice.  I am a big fan of the people at GoClio - but it goes beyond just the fact that I love the Clio application. The Clio blog has an excellent series of postings that anyone (lawyers, non-lawyers...anyone) interested in the ever growing SaaS field should read. Below is a listing and summary of each post in the 10 part series on SaaS:


  • Part 1: What is Software-as-a-Service?A discussion of what exactly Software-as-a-Service is, and how it compares to the more traditional desktop computing model.
  • Part 2: Why (Or Why Not) Choose a SaaS Solution?Why SaaS offers compelling advantages over traditional desktop software solutions, and some of the compromises that have to be considered.
  • Part 3: Why Web-Based Practice Management?Why Software-as-a-Service is a perfect fit for practice management, particularly for solos and small firms.
  • Part 4: Security.An outline key concepts and terminology for web-based security, including SSL, server security, client security, and password security.
  • Part 5: Privacy.What you should be looking for in a web site’s privacy policies.
  • Part 6: Data Availability.An outline of the answers you want to be hearing when you ask your SaaS provider “What are you doing to ensure that my data remains available, even in the event of a natural- or human-induced disaster?“
  • Part 7: Total Cost of Ownership. An explanation of how to compare costs of SaaS to traditional desktop software via a Total Cost of Ownership calculation.
  • Part 8: Terms of Service.What to look for in the legal agreement describing the services your SaaS provider will provide you.
  • Part 9: Data Migration.How you can migrate your data from existing desktop software application to the web.
  • Part 10: Offline Access.Why offline access is important, and an outline of some of the technologies that make offline access to SaaS applications possible.