A free AI toolkit with 316,000 GitHub stars now lets anyone point Claude Code or Codex at your app and rebuild its features. If your contract caps a cloner’s liability at 12 months of fees, that cap is the price of copying you. Here is what to change.
Most software vendors cap liability at fees paid. In a 2025 Eighth Circuit decision, that language barred an Omaha vendor from recovering a dollar of the $1,884,000 its enterprise customer walked away from. Here is what to change in your own agreement.
Courts do not enforce the terms you wrote. They enforce the click your user made, on the screen you showed. Four questions decide whether your clickwrap holds up, and the GM OnStar ruling shows what happens when it does not.
Short answer: the Oracle v. Google API case told software companies that APIs and even functional code can be copyrightable, that these disputes are intensely fact-specific, and that proving copyrightability is far easier than proving infringement. On May 9, 2014, the appellate court handed down its 69-page decision in the
Short answer: your software infringement indemnity should cover only your software, not your software combined with the customer’s or a third party’s technology. In AFLAC v. Intervoice, the vendor owed no indemnity because the infringement claim arose from that combination. This is what to know about the “combination exception” to
A startup shared its trade secrets with a prospect that walked away and built a copycat. The NDA is what turned that into a $27 million judgment. Here is what to take from it.
Short answer: telling your customers to back up their data, in the contract, in the product, and in your documentation, is a cheap and genuinely effective legal defense. A Utah Supreme Court case shows that those customer data backup warnings, combined with a disclaimer of indirect damages, can get a
Short answer: the CarrierIQ takeaways for software vendors come down to two things. In a vendor-plus-platform stack, the party that decides what data to collect and whether to disclose it carries the privacy responsibility. And a too-broad indemnity can put the software vendor on the hook for the platform’s mistakes.
Short answer: three lessons from the HyperQuest case for an exclusive software license: use copyright language in the grant, do not retain so many rights that the “exclusive” license is not actually exclusive, and scope exclusivity to a territory, field of use, or medium. It is not often that a
Short answer: yes, an instant-message exchange can change a written contract. In one case, a vendor typed “NO LIMIT” and the other side replied “awesome,” and a federal court treated that as a binding modification, with no signature anywhere. IM contract modification is real, and it should change how your
Three lessons from the FTC’s Google Buzz case for SaaS vendors: new sharing features default to off, no data use beyond what your policy disclosed, and one person in charge of privacy.
What a study of 358 state trade secret cases shows about who takes your secrets, what they take, and the reasonable measures that keep the law on your side.
Short answer: the Oracle v. SAP case (a $1.3 billion jury verdict, later reduced to about $356.7 million) is a list of what not to do to a competitor: do not download more of their software than you are licensed for, do not ignore the terms of use on their
Short answer: when an employee leaves for a competitor, your ability to stop them from using what they know comes down almost entirely to what you did beforehand: marking and restricting your confidential information, running exit interviews, and using confidentiality agreements. Starwood v. Hilton shows the payoff of protecting trade
Short answer: in a software OEM agreement you cannot grant your customers more rights than your own upstream license gives you. So spell out exactly what rights survive termination. A case where SAP was sued under an OEM agreement makes the point. Here are three things every software company can
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