When negotiating a saas terms of service (representing the vendor of course), I am often trying to explain to my client the difference between an indemnity and a breach of contract claim. I have been noodling on this for years, trying to figure out a simple way of explaining probably
Machine learning agreements or AI agreements are super new, and actually very interesting. Not much has been written on these agreements, so I thought I would share a few thoughts on the big issues (from the perspective of the AI/machine learning software vendor). So here goes. HOW THE AI SYSTEM
The VSA is a super new group called the Vendor Security Alliance. As soon as I read this article about it Link, I realized it was a great idea for all Software as a Service (SaaS companies) and will help get cloud service contracts signed. And hey, as attorneys that
We represent hundreds of SaaS companies, and there are a few nuggets of useful information we share with other SaaS companies when they think about negotiating an enterprise SaaS agreement. 1) Setting the Right Expectations. Setting the right expectation of what the customer is buying is the #1 issue in
I have always thought disclaimers were good things to add to SaaS agreements, but this recent case shows they really can make a difference in a legal dispute. A disclaimer is a statement regarding things you are not liable for. Example: if you provide medical software, it is a good
Some SaaS companies add all kinds of things into their SaaS agreements, so that when you are finished reading the agreement you understand everything possible about their offering. While that kind of makes sense at first blush, when you deal with these types of agreements on a regular basis you’ll
Software developers are really smart (I know, as I work with lots of them on their software development agreements, etc.), but there is one blind spot that I see way too often: they trust their customers too much, and then they take things into their own hands when they don’t
The Network Advertising Initiative (NAI) has useful information in their 2015 Code of Conduct regarding SaaS privacy for the online third-party ad business. The NAI is a self-regulatory governing body of third parties in the online advertising ecosystem. The group is useful not just for ad networks, but for platforms,
While there are several ways to legally protect your SaaS software, copyright law is the most popular and maybe the easiest way to protect it. Every SaaS executive needs to know a few things about SaaS software and copyright law. Can you obtain copyright protection for your GUI? This is
A while back I wrote a blog post about Trust Sites, and why, if you are a SaaS company, you should have one (outside of your SaaS agreement). Well, since them a lot has happened so I wanted to provide you with an update. What is New 1). Salesforce.com
FAQs are not used enough by SaaS companies as part of selling and SaaS contract negotiation. Frame of reference: you are selling something intangible, and your customer does not exactly know what they’re getting. They may know how much it costs, but how it works and what they get is
These Words are ‘Dangerous’ in Any SaaS or Software Agreement. I have seen wording like this in SaaS or software agreement orders or templates, and it has always bothered me. A case from 2014 addressed this issue head on, so I thought I would share the outcome of the case with
On May 9, 2014, the appellate court handed down its 69-page decision in the Oracle v. Google API copyright case. The court ruled in favor of Oracle but pushed some remaining issues back to the lower court. A few takeaways for software and SaaS companies. Thin Slicing. One clear theme
What to Know About the “Combination Exception” to Infringement Indemnities. As a software licensing attorney I run into infringement indemnity issues all the time. These risk-shifting contractual clauses can be confusing for clients, so I’ll explain — with a real case and a graphic — what is called the combination
What to remember about SaaS Reseller Agreement and SaaS OEM Agreement Models. There are essentially 3 different SaaS channel models: referral, reseller, and OEM — documented in a referral agreement, SaaS reseller agreement, and SaaS OEM agreement. Referral Agreements. SaaS referral agreements are essentially models where the referring company refers
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