Software Development: Should You License Your Code?

By | Software Agreements, Software Lawyer | No Comments

When you’re working on software development projects for your clients, how do you handle intellectual property? This issue is particularly important if you plan to recycle code on future projects for other clients. After all, why should you have to reinvent the wheel for each new client?

Unfortunately, many software development agreements are silent with respect to intellectual property ownership.

This means both client and developer often end a project with both thinking they own rights to the code. But if it isn’t in the contract, do you really know?

And where there’s confusion about software rights, there’s often expensive lawsuits that could easily have been avoided.

Before taking on an app development project, be sure you know what you and the client will both own at the end of it.

An experienced software lawyer can craft an agreement that makes sense for both you and the client. In some cases, you’ll own the code but license it to the client under certain terms and conditions. In other instances, it may make more sense for the client to own the code to license back rights for you to recycle it on future projects with some limitations (e.g., no using the code for a competitor’s software app).

Of course, when dealing with intellectual property ownership when it comes to code, you have to take into account both open source code and public domain code that’s been used in the development. The software development contract can address these too so that neither you nor the client is confused as to who owns what rights.

Does An Act Of God Void A Texas Gym Membership Agreement?

By | Business Contracts, Business Lawyer | No Comments

If you own a Texas gym or martial arts studio, chances are a customer has tried to weasel out of their Texas gym membership agreement by claiming an Act of God has occurred.

For example, if you’ve had to close temporarily because of the COVID-19 coronavirus pandemic or the damage caused by the February 2021 statewide power outages, it might be considered an Act of God like a tornado strike.

However, that doesn’t automatically mean a member can cancel their contract and walk away from you.

Under the state Health Spa Act, a customer can cancel their membership agreement if you (1) permanently close and (2) don’t reopen at another facility within 10 miles.

Other than that, an Act of God rarely lets a member unilaterally walk away unless there’s something specific in the membership agreement that says they can.

A well-drafted gym membership agreement or martial arts contract will contain a “force majeure” clause that covers Act of God situations. However, if an experienced Texas business lawyer prepared it for you, chances are that provision will favor you as the owner (not the member) when an Act of God occurs.

How Narrow Should Your Software License Scope Be?

By | Software Agreements, Software Lawyer | No Comments

Software License Scope: How Broad Or Narrow Should It Be?One of the most common areas of disagreement in software development (customer and developer) and app sales (app owner and purchaser) is the software license scope.

Now if you’re granting the license (the licensor), you want the license to be narrowly tailored so that the recipient’s rights are minimized. On the flip side, if you’re receiving a license (the licensee), you want to get as many rights as possible.

Unfortunately, both licensors and licensees rarely think this through prior to app development or the sale of a software license. The consequence of this lack of attention to an important detail is that neither party understands who owns what and can do what with the application.

Just leaving it to the lawyers to figure out is punting on the responsibility to identify what you actually want (and don’t want) out of a software licensing deal.

So, what’s the solution?

New App License

If a license hasn’t been issued yet, set your goals for the software license.

  • What are you trying to accomplish with the app license?
  • What are you trying to avoid?
  • What rights do you want to have?
  • What rights should the other party have?
  • What should the other party not be able to do after the license is granted?
  • What should you not be able to do because of the license’s restrictions?

And once you’ve answered these questions, it’s time to get an experienced software lawyer involved. Explain to him what you want to accomplish and then let him put it into legalese that meets your goals and legally protects you too. This draft software licensing agreement is the starting point for getting what you want.

Changing An Existing Software License Scope

What if a license has already been issued but one or both parties is unhappy with the status quo?

Identify the points of contention between licensor and licensee.

Then discuss these issues with an experienced software attorney who can advise you how to resolve them.

Now if you need help with the scope of a new or existing software license, consider booking a phone consultation with Software Lawyer Mike Young.

Does Your Texas Gym Sell Corporate Memberships?

By | Business Contracts, Business Lawyer | No Comments

texas gym corporate membership agreement conceptIf you’re offering corporate gym memberships in the Lone Star State, be sure the right person is signing the Texas gym corporate membership agreement.

Don’t assume that only the company should sign the agreement just because it’s paying for the employee to use your fitness center.

Here’s why…

The Texas Health Spa Act and the state’s biometrics law are targeted to protecting the individual (not corporations who employ them).

In addition, a well-drafted gym membership agreement covers many issues involving individual behavior, liability, and assumption of risk.

There are also documents related to a gym membership contract that you’ll want the individual user to sign (e.g., waivers, releases, etc.). The corporate employer can’t sign on their behalf.

Yes, some Texas corporate gym memberships require a binding contract between the gym owner and the corporation whose employees will be using the facility. But that’s in addition to the membership agreement and other legal documents signed by each participating employee. It doesn’t replace those documents.

Just don’t assume the corporate employer assumes the role of each individual user when it comes to the legal protection you need. Because you could be using an unenforceable Texas gym corporate membership agreement if it violates state law. And you’ll risk government fines even if you didn’t intend to do anything wrong.

An experienced Texas business lawyer can prepare the right type of contracts and ancillary legal documents you need to protect yourself and your gym when selling corporate memberships.

How To Deplatform Your Website Users

By | Internet Lawyer, Website Lawyer, Website Legal Documents | No Comments

deplatforming website users the right wayIn most cases, deplatforming users you no longer want around with is perfectly okay. Just make sure you don’t cross the line into doing something illegal.

Let’s face it…

The are some users that become a pain in the ass to deal with.

That’s true whether you own a social media company, a paid membership site where customers can post content in a members’ area, or even a business blog that just allows comments by visitors who don’t pay for sucking up your bandwidth.

So, how do you deplatform legally?

Set specific criteria in your website legal documents and uniformly enforce them.

For example, let’s say you don’t want someone pimping their network marketing opportunity on your site. You can ban such in the agreement for using your site.

This agreement can be a written contract between you and those who pay for access to your site. If no payment is required, then generally the agreement is posted as a “Terms of Use” or “Terms of Service” that applies to all site visitors.

And it’s important that enforcement be uniform. Don’t make exceptions for friends or others from the rules you’ve set. If it’s “three strikes and you’re out,” no one should get a fourth chance to violate your rules.

Of course, you should avoid illegal activity when setting up your deplatforming rules. For instance, a rule that bans someone based on their race or gender would be problematic. Even if such conduct might be legal in some countries, there are many places it’s illegal to discriminate based upon those characteristics.

What about free speech rights?

The First Amendment and free speech laws are designed to limit the government’s suppression of speech, not owners of private businesses.

Although there’s talk of legislation that would treat large social media platforms as public utilities in order to regulate the rights they give and take away from users, chances are any such new laws or regulations will be focused on Twitter, Facebook, and the like.

Section 230 of the Communications Decency Act

If the U.S., there’s a law that can provide you with a liability shield as you regulate content and deplatform those you don’t want around. Section 230 provides that “[no] provider or user of an interactive computer service shall be treated as the publisher or speaker of any information provided by another information content provider.”

Why is that important?

If you’re offering a platform for others to post content, you may be shielded from legal claims that arise from the content they post. This includes defamation claims.

The more you regulate content (picking and choosing which content is allowed), the greater danger this shield won’t apply because you could be treated as the publisher (like a newspaper owner).

Because some big companies abuse their power by arbitrarily picking and choosing who to deplatform, there’s a movement to get rid of this liability shield both by federal and state governments.

Setting written rules and applying the across the board is one way to minimize that risk even if Section 230 is repealed.

Of course, you should also avoid coordinating a deplatforming with others. Let’s say you own a paid membership site and decide to ban a member for violating your rules. Don’t encourage other business owners to also deplatform the member to punish the person.

Whether it’s an online membership agreement, a website’s Terms of Use, or another website legal document, an experienced Internet lawyer can help you set up the rules you apply to deplatform problem users legally.