How To License An App: 17 Software Application Licensing Resources

By | Software Agreements, Software Lawyer | No Comments

how to license an app - software licensingDo you want to learn how to license an app? Did you know that there are different types of software licenses?

Because there isn’t a one-size-fits-all license for all software applications or intended uses for the apps.

For example, a software-as-a-service (SaaS) license will be different than a mobile app license. Similarly, a software beta testing license will contain different terms and conditions than an end user license agreement (EULA) for a released application.

17 Resources To Help You Learn How To License An App

  1. What Is A Software Agreement?
  2. Software Contract: How To Pick The Right One
  3. 4 Things You Should Know About SaaS Agreements
  4. Can Your Software Licensor Compete Against You?
  5. Do You Make This Software Beta Testing Mistake?
  6. EULA: 7 Key Parts Of A Software End User License Agreement
  7. How To Protect Yourself With A Mobile App License Agreement
  8. How To Use A Software Evaluation Agreement
  9. Is Your Software Evaluation License Giving Away The Farm?
  10. SaaS License Agreement Is Not The Same As A Downloadable App’s EULA
  11. SaaS License Agreement: Software As A Service FAQs
  12. Software Licensing Agreements
  13. Software Licensing Agreement Legal Issues Involving Dishonesty
  14. Software Resale License Agreement: What You Need To Know
  15. 10 Keys To A Successful International Software Distribution Agreement
  16. What to Include in a Software Beta Testing Agreement
  17. Licensing Your Software On Your Own Terms Through A Click-Wrap Software License Agreement

Do You Need Help With Software Licensing?

If you want an app license or other software agreements, set up a phone consultation with Software Lawyer Mike Young today. He’s the author of “Software Licensing Agreements – What You Need To Know About Software Licenses.”

7 Keys To Buying An Online Business

By | Website Lawyer, Website Legal Documents | No Comments

couple buying an online businessAre you interested in buying an online business? Before making the final decision to purchase an Internet venture, knowing as much as possible about the company to be acquired can help set you up for success after the papers are signed.

Here are seven important factors to consider as part of your pre-acquisition due diligence…

1. Internet Businesses Are Not Just About The Website

Buying an online business means looking deeply into the metrics and data provided by the seller to tell you more about how the company operates and its current sources of revenue.

As the prospective purchaser, the seller must be prepared to ask your difficult questions regarding sources of site traffic, revenues, expenses, vendor relationships, labor relations (employees and independent contractors), etc.

2. The Importance Of Non-Competition Agreements

Although the seller of a business often wants to move on to retirement or an unrelated venture, don’t assume this is the case.

Instead, you’ll want to use non-competition agreements to ensure the seller(s) and key employees don’t walk away and use their insider knowledge to directly or indirectly compete against the company you’re buying.

3. Verify Guarantees And Potential Liabilities

Products and services offered in the past by the seller should be carefully reviewed when thinking about buying an online business. As part of this due diligence, check out old versions of the company’s website(s) from the owner (e.g. Wayback Machine).

Why is this important? Because the seller may have made commitments that you could be on the hook for if you buy the company.

For example, the seller might have offered lifetime guarantees on a product or service. Customer claims could come back to haunt you as the new owner. There are ways that an experienced Internet business attorney can eliminate or limit your potential liability exposure for such hidden liabilities.

4. Beware Of Access Issues

Although you’ll want to make certain every password is changed when you’re buying an online business, there’s more than that involved for internal security and website legal protection.

For example, you’ll want to limit internal access to essential personnel. And if there’s been custom coding, you’ll want to make sure that the developers didn’t leave any hidden back doors to access the company’s site(s) post-purchase.

5. Check Out Merchant Bank Requirements

If you already have a business (online or offline), you may already have a merchant bank that processes credit cards. You should see what additional requirements (if any) need to be met to use the same processor for the acquired venture. However, if you’re planning to use the same merchant bank as the seller, you should see what you’ll need to do to make that happen. Will the bank require personal guarantees? What about transaction fees? These costs can be important, particularly when profit margins on products/services are small.

6. Decide If You Need A Business Valuation Expert

For many acquisitions of Internet ventures, a business valuation expert isn’t retained. There are common methods of valuing such a company without paying for an expert to do it. You can discuss these with your Internet attorney and/or CPA. And, let’s face it, the market value at time of purchase is what a buyer is willing to pay.

However, it may make sense in some instances to hire a business valuation expert, particularly if you’re paying seven or eight figures for the company. The data supplied by the expert can be used for negotiating a better deal.

7. Check Out The Seller’s Email Marketing

If email marketing is integral to the online business, you will want to know how and when the seller acquired the names and email addresses on the company’s lists. This will help you avoid legal liability for unsolicited commercial email (spam) and determine monetary value of such lists based on a variety of factors (e.g. prospect v. customer, freshness, open rates, etc.).

In addition, you’ll need to determine the portability of the lists to you as the purchaser. For example, in some asset purchases, a third party autoresponder service will not transfer the lists to a new owner. On the other hand, if the selling entity’s equity is acquired (instead of the business assets), then the autoresponder service will likely let you continue to market to the lists because the entity purchased still owns the lists.

Do You Need Legal Help Buying An Online Business?

If you are serious about purchasing an Internet venture, it’s probably time to speak with an experienced online business attorney. You can schedule a phone consultation with Internet Lawyer Mike Young using our online booking system or by calling 214-546-4247.

5 Keys To Selling An Internet Business

By | Business Contracts, Internet Lawyer | No Comments

selling an internet businessIf you had the foresight to create an online company years ago, you are likely ahead of the curve. According to Nasdaq, it is estimated that 95% of purchases will be through eCommerce by 2040. That means investors are motivated to get involved with eCommerce and internet business sales are booming. But what do you need to know when selling an Internet business?

The bad news is that a significant number of business sale transactions fall apart before closing. If you are considering selling your online business, it’s important to get informed so that you can maximize your profits and minimize risk.

Here are the top 5 things you will want to know when selling your online business:

1. Prepare your Internet business for sale

Before you publish your sale or start working with a website sales broker make sure your online business is actually ready for sale. Ensure you have written business contracts in place with key employees, suppliers, or contractors so they will remain with the business after the sale. Also make sure your intellectual property, spam, and privacy policies enable you to legally transfer information to the third-party purchaser. Have a professional look over (and supplement, if needed) your financial and tax information because you will need to divulge accurate and thorough financial information to potential buyers.

2. Determine your desired outcome

There’s more to selling an Internet business than simply deciding on a selling price. Determine how you would like to be paid (do you want to be paid a lump-sum or in installments?) and whether you will provide financing for the sale. Also, do you intend to stay with the business as a consultant or employee after the sale? If so, determine how long you plan on staying and what you want to be paid for your time (above and beyond the website purchase price).

Related Article: Sell An Internet Business – How To Avoid 3 Costly Mistakes

Do not make the mistake of offering ongoing consulting services without a solid agreement governing the terms of your consulting. Many internet business owners get stuck doing free work 90 days to a year post-sale just to keep the business afloat until the buyer is up to speed. You can avoid that.

3. Conduct a pre-sale legal compliance review

You will want to ensure your website is not violating any intellectual property, spam, or privacy laws before you even consider posting your business for sale. Legal issues in the business will reduce the value of your business, or worse, prevent a sale entirely.

4. Use the right professionals

There are plenty of well-versed professionals with respect to selling traditional brick & mortar businesses, but selling an online business is not the same. You will need to work with a professional with specific knowledge and experience in eCommerce business sales. An Internet business lawyer can help ensure you have the appropriate legal documents and field questions from potential purchasers to bring your deal to the closing table while minimizing risks.

5. Protect yourself against risks

Selling any business carries certain risks. Sometimes competitors act like a prospective buyer in order to gain confidential business information that they will use to compete with your business. Be wary of frivolous prospects by carefully reviewing letters of intent and seeking the advice of experienced internet business counsel. You also want to be cautious of contracts and legal documents provided by potential buyers, because those documents will be written in favor of the buyer, not you!

Also, if you plan on financing part of the sale, make sure you secure that part of the sales price with collateral to minimize the risk of nonpayment. Without collateral, it may not be financially profitable for you to pursue legal remedies in the event of nonpayment. By securing your financial agreement with collateral, you are protecting your ability to collect if issues arise.

While these are the fundamentals to selling an internet business, you will want to perform due diligence and learn as much as you can about this online business transaction process to ensure you get maximum value.

Do You Need Help Selling An Internet Business?

If you have a motivated prospective buyer and time is of the essence, it will be worthwhile to contact an experienced attorney right away. Attorney Young helps entrepreneurs sell their eCommerce business for a fair price while reducing your legal risks. If you are ready to sell your Internet business or simply want to learn more about the process, schedule a phone consultation with Attorney Mike Young and he will help you develop a road map to ensure you get what you want from the deal.

4 Secrets To Effective Search Engine Marketing Agreements

By | Business Contracts, Business Lawyer, Internet Lawyer | No Comments

search engine marketing agreements lead generationMore than 80% of shoppers do their research online before deciding which business to work with. As a business owner, you know you need to take advantage of search engine marketing (SEM) for lead generation so that potential clients can discover your business. A solid SEM strategy can help clients find you and can set you apart from your competitors. However, this type of marketing is complex and requires specialized knowledge. Rather than wasting hours learning and tweaking your own SEM strategy, it’s a wise business decision to outsource this important task to industry experts. This is where Search Engine Marketing Agreements become a necessity.

Like other business agreements, a written SEM contract is important for protecting your legal rights while reducing the likelihood of misunderstandings that lead to nonperformance and breach of contract. Here are four things you should know about SEM agreements before you start negotiating with a SEM agency.

1. Don’t assume free online templates will work for you

Internet Business Lawyer Mike Young has worked with numerous online businesses over the past 25 years and seen countless contract mistakes. One of the biggest and most common mistakes business owners make is using a free contract template found online. Because many free templates are not written by an experienced Internet attorney,they fail to address important topics that leave your business at risk. Even worse, none of the free templates you find online are written in your favor, based on your specific needs.

2. Don’t borrow someone else’s agreement

Another common mistake is to copy and paste someone else’s search engine marketing agreement you’ve found online. If you have not been given explicit permission to copy someone else’s contract, you may be committing intellectual property theft. Also, while contracts may look similar to the untrained eye, all contracts vary according to a party’s specific needs. Every contract is (and should be) unique. When you use someone else’s agreement, you’re using a contract that made sense for them, but that does not mean the contract will work for you or your business. The description of services, payment terms, intellectual property ownership, and warranties will vary in virtually every contract. Simply copying and pasting someone else’s agreement will not ensure that your business is protected from risks or that your expectations will be met.

3. Don’t forget the basics

There are some basic provisions you will want to include in every search engine marketing contract. You want to make sure you identify both parties to the agreement plus their contact information. You want to define the term (length) of the contract and whether any renewals will occur automatically. The services being provided should be described in detail along with the payment terms. You will also want a contract that clearly outlines how and when the agreement can be terminated for non-performance or other disputes.

4. Protect yourself from special risks

Marketing content and strategy are both considered intellectual property. It is important to address who owns the intellectual property created as a result of your search engine marketing agreement. The agency you choose to work with will likely want to maintain some form of ownership over their work product, but you may want to ensure you have a right to re-use certain marketing phrases if you decide to switch to another SEM provider. You’ll also want to ask if your SEM agency will be using any subcontractors or relying on any third-party services and discuss what will happen if their subcontractor or third parties make a mistake. Their answers to these questions should be committed to writing in your SEM contract to protect you in the event a dispute arises.

Likewise, you will want to include a dispute resolution clause that details how you will handle any disagreements (will you arbitrate or mediate before going to court?) and where you will handle any disputes and what laws will apply (preferably the laws of your state). Also, address warranties if your SEM agency plans on guaranteeing any results (be wary of guarantees if the agency does not want to confirm their promises in writing).

Lastly, determine who will be liable for the work product, especially in the case of intellectual property theft or infringement-you definitely don’t want to be held liable if your SEM provider uses someone else’s intellectual property.

As you can see, your SEM contract should be unique and tailored to your specific needs. While there are a number of clauses all SEM agreements should include, the terms of those clauses will vary according to your needs and expectations.

Do You Need Help With Search Engine Marketing Agreements?

An experienced business contracts lawyer can prepare a customized SEM contract template for you to use on one or more SEM projects. You can get an SEM agreement prepared by Attorney Young for a flat fee as part of our firm’s Business Contract Legal Protection Package.

Does Your Texas Gym Collect Member Biometrics?

By | Business Contracts, Business Lawyer | No Comments

texas gym member biometrics collectionDo you own a fitness center in the Lone Star State? Then you’ll want to know about state law protecting Texas gym member biometrics.

4 Biometric Identifiers

There are four types of biometric data protected by Texas law:

(1) fingerprint;
(2) retina or iris scan;
(3) voiceprint; and
(4) record of hand or face geometry.

3 Popular Texas Gym Member Biometrics Uses

Some Texas fitness facilities are using biometrics for one or more of these member services:

(1) providing late night access to the gym when there aren’t employees working;
(2) tracking member location and fitness activities; and
(3) enabling members to easily make purchases of clothing, sports drinks, etc.

How Does State Law Protect Texas Gym Member Biometrics?

Texas law requires gym owners to notify members that biometric identifiers will be collected/used and obtain member consent to do so. The data must be kept confidential, cannot be sold to third parties, and has to be promptly destroyed when it’s no longer needed (e.g. membership ends).

Related Article – 7 Things You Must Include In A Texas Gym Membership Contract

What About Gym Employees and Non-Member Guests?

The Texas biometrics law also covers collection and use of employee and guest data too. However, it’s relatively rare that fitness centers collect biometric identifiers from guests.

Related Article – Does A Texas Martial Arts Studio Have To Comply With The Health Spa Act?

Do You Need Legal Help?

Of course, in addition to state biometrics laws, there’s also the Texas Health Spa Act that gym owners have to be concerned about.

If you own a Texas gym and need help with your membership agreements, waivers, or releases, set up a phone consultation with Business Lawyer Mike Young today.