Friday, September 22, 2017

Google Will Mark FTP Sites As "Not Secure"

When Google releases Chrome 63 in December 2017, it will mark FTP sites “Not Secure.” That is because FTP is unencrypted and vulnerable. FTP means File Transfer Protocol. It has been implemented in the 1970’s, before hackers, malware & phishing sites were everywhere.

Goggle explained its decision in a Chrome developers group:

“We didn’t include FTP in our original plan, but unfortunately its security properties are actually marginally worse than HTTP (delivered in plaintext without the potential of an HSTS-like upgrade). Given that FTP’s usage is hovering around 0.0026% of top-level navigations over the last month, and the real risk to users presented by non-secure transport, labeling it as such seems appropriate.”

FTP does not encrypt traffic by default. It sends your information, including username and password, unencrypted. That was okay in the 70's but not today.

FTP can be secured using an SSL/TLS, which in turn creates FTPS. Unfortunately, FTPS is not a widely-supported feature on most browsers, including Chrome, due to its low usage rate.

Nevertheless, Google Chrome will continue to support FTP, albeit with the “Not Secure” label attached. Google suggests migrating public-facing downloads from FTP to HTTPS.

Tuesday, September 12, 2017

Internet Advertising Agreement (CPC) Template

This Agreement is entered into as of ________________ (the "Effective Date"), by and between ______________ (hereinafter referred to as “Client”) and ___________________________ (hereinafter referred to as “Company”). 

  1. Service. Client will list ads for its products on Company’s website. Client will pay when users clicks on the ads that link to Client’s website.
  2. Trial Period. Company will show Client’s ads for free for a period of _____ days from the Effective Date. After that trial period, regular rates will apply unless Client notifies Company to remove ads and terminate this Agreement.
  3. CPC. Cost per click (CPC) on Client’s ad is $________ for the first ____ months of the Agreement. After that, CPC is $____________.  All clicks will be charged, even if Client  does not like the demographics of the clicks or their other characteristics (e.g., Client doesn’t ship products to Mexico and some clicks are from Mexico). Calculation of clicks will be done by Company, according to Google Analytics and other services. In case of disagreement as to the correct amount of clicks, Company shall have final determination. The ad will be charged even for clicks on links that are broken/wrong due to Client’s fault or problems. Company will provide ad performance reports to Client every ____________.

Tuesday, September 5, 2017

Panic over Twitter's "New" Terms of Service Is Unjustified

Twitter has made some changes to its Terms for users outside the US, effective October 2, 2017. It caused a number of users to notice and bring attention to an old clause that gives Twitter a free license over all content posted by users. Specifically, the controversial provision states that, "You agree that this license includes the right for Twitter to... make Content submitted to or through the Services available to other companies, organizations or individuals for the syndication, broadcast, distribution, promotion or publication of such Content on other media and services... with no compensation paid to you with respect to the Content that you submit, post, transmit or otherwise make available through the Services."

Wednesday, August 30, 2017

Governing Law and Jurisdiction Simplified

"Governing law and jurisdiction" clause often causes confusion even though it's an easy issue to decide on. In the vast majority of startup cases this clause should simply refer to the city and state you are based in. This way you won't have to travel far (or hire a lawyer there) to resolve disputes.

Let's say you run an online business out of California, your company is incorporated in Delaware and you are about to hire a freelance developer in India. What should be the governing law of the developer contract?

Jurisdiction refers to where a dispute will be resolved. Governing law dictates which state's law will be used to decide the dispute.  So, for jurisdiction, you can choose whatever city or county you live in.  Governing law should be the state that you live in. So, in the example above you can have the governing law of California and jurisdiction in Los Angeles, CA.

That easy way is the correct way in the vast majority of startup contracts. Avoid tweaking that simple formula unless you are a professional who really knows how and why.

What to do if the remote party insists on governing law/jurisdiction very far from you and you really don't want to lose this contract? You have to factor the added risk into the cost of the deal and consider offering arbitration as an alternative. The American Arbitration Association even offers non-appearance based arbitration. So, instead of going to courts, the dispute will be resolved by submitting documents to the arbitrator, without any actual hearing. This can save all parties time and money.

Friday, August 25, 2017

Cheerios Fails to Trademark the Color Yellow

On Tuesday, the Trademark Trial and Appeal Board (TTAB) has rejected an attempt to trademark the color yellow for Cheerios boxes. General Mills, the maker of Cheerios, has been trying to do it for the past two years. They've argued that they are entitled to the color yellow trademark for cereal boxes because "consumers have come to identify the color yellow" on boxes of Cheerios. It has been marketed in yellow packaging since 1945 and sold billions.

US trademark law makes it possible to trademark a color applied to packaging or product. But only if that color has become "inherently distinctive" in the eyes of consumers. Examples of successful single-color trademarks are: UPS ("brown"), T-Mobile ("magenta"), Target ("red"), and Home Depot ("orange"). When you trademark a color, direct competitors can no longer use it on similar products.

However, the TTAB decided that the yellow box of cereal is not necessarily associated with Cheerios in the eyes of the consumers. There are other yellow boxes of cereal on the market:

To contrast, UPS and T-Mobile only have

Wednesday, August 23, 2017

Basic Software Purchase Agreement Template

This agreement basically states that, for money received, the Buyer owns the Software outright and can do whatever he wants with it.

Seller guarantees:
- to have transferred to Buyer complete and exclusive rights. Buyer is free to use, modify, resell and distribute the Software in any way, at Buyer’s sole discretion.

- the Software is free and clear of all liens, licenses or rights of any third party.

- the Software does not infringe any copyright or trade secret of any third party.

- to cooperate with the Buyer in transferring ownership rights to the Software to Buyer as needed.

- to indemnify Buyer against a claim arising out of the Buyer’s use of the Software. Seller will pay any damages and costs assessed against Buyer.

     This Software Purchase Agreement (the "Agreement") is made this ___ day of ________________, 2017 (the "Effective Date"), by and between _______________________________________ (the "Seller"), and _______________________________________  (the "Buyer").

     A. Seller owns all right, title, and interest in and to that certain software identified as “___________” (the "Software");
     B. Seller desires to sell, assign, grant, convey, and transfer the Software to Buyer, and Buyer desires to buy and acquire all rights to the Software, in accordance with the terms and conditions of this agreement;
     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer, intending to be legally bound, hereby agree as follows:

Software means, collectively, the full version of “____________” delivered to Buyer in source code and object code forms. The Software is ____________________[short description]_____.

Seller hereby transfers, grants, conveys, assigns, and relinquishes exclusively to Buyer all of Seller's right, title, and interest in and to both the tangible and the intangible property constituting the Software, in perpetuity (or for the longest period of time otherwise permitted by law), including the following:

Tuesday, August 15, 2017

Buyer Protection Policy

This is a template Buyer Protection Policy, similar to that of eBay, for your eCommerce platform. Having such policy will give your buyer extra peace of mind knowing that there is an additional layer on protection on your platform for them.

Key specs:

- Policy applies to non delivery, damaged, not as described items or empty boxes.

- Buyer should contact the seller first to try and resolve the issue. If unsuccessful, then they can file a dispute.


- Buyer’s mistake, remorse/change of mind, fraud.

- Duplicate claims. If buyer had used other resolution process such as PayPal Purchase Protection or a chargeback, then they are not eligible for this Buyer Protection.



This Policy applies to non delivery, damaged, not as described items or empty boxes. 
-           Non delivery. If we determine that the item was not delivered, we refund the full cost of the item and original shipping. The seller must then reimburse us for the amount. If the buyer refuses delivery, their claim is not eligible for our Buyer Protection, unless the buyer can prove, via written evidence from the carrier, that the package was refused because it arrived empty or was damaged in shipping.

Tuesday, August 8, 2017

Русско-английское СОГЛАШЕНИЕ О НЕРАЗГЛАШЕНИИ ИНФОРМАЦИИ. (Russian-English NDA Template).

Basic Russian-English Non-Disclosure Agreement Template.

Tuesday, August 1, 2017

Basic IP Ownership Agreement

This template can be used when you give some materials to the other party that performs services for you.  For example, you are a graphic designer and you send files to photo editors, animators, etc. Or, you are an IT business that sends portions of code to your freelancer abroad for inclusion in the final work product. So, this Agreement ensures that you retain all rights to the materials you share and the other party cannot use them for its own purposes.

Thursday, July 27, 2017

Terms of Use for Medical/Health/Fitness Related Service

Here are some important sample clauses to consider including in the Terms of Use of a medical/health/fitness service. With this type of service, it is very important to include a disclaimer that the platform does not offer medical advice, and the content provided in no way substitutes doctor's consultation. HIPAA Privacy Rule establishes national standards to protect individuals' personal health information, so the Privacy Policy needs to reflect that, if applicable. Disclaimer of warranty should state that the service is provided "AS IS," with no warranties of any kind.

No need to list all the specifics and exact mechanics of your website in the Terms, - you can do all that on other site pages. The Terms of Use need to stay concise and to the point, so that users actually read them instead of skipping through the important provisions buried in unnecessary stuff.