The Best SaaS Attorney, Lawyer, Law Firm In The United States | Nationwide
The best SaaS attorney, lawyer, law firm in the world and United States SaaS lawyer Andrew S. Bosin provides expert legal advice to SaaS Service Providers.
For the most part, a SaaS Agreement is a service contract that doesn’t call for a license. In a SaaS deal a customer doesn’t put the Software on its computer systems or copy it. Rather, the software sits on the vendors computer systems and the customer accesses it via the internet. Because no copy of the Software is made by the Customer the vendor does not have to deal with a copyright license being given to the customer. One way to look at this transaction is that the customer is getting service not software and the vendor is using the software to provide the service.
Let’s throw a monkey wrench into this. What if the only way the customer could access the SaaS “Service” would be if the customer was given lines of code from the provider which are popped into the HTML on the customer’s site and voila! the provider’s API is pinged and the customer has access to the Service.
I’m sure there are quite a few people reading this thinking what kind of SaaS Software is he talking about. You have to think outside the box here for a moment. What if there was software which was served and hosted by the Provider which gave the customer the ability on the backend to customize the Service so it could make the Service/Software look and feel like the customer’s brand. Specifically, there exists such software which enables any site to create and maintain its own social video ecosystem to solicit user generated recorded video directly on to its site from any device with no app to download. The user interacts with the software on the customer’s site by pushing the record button on the device they are on. The customer can skin the software so it looks and feel like their brand. They can also scroll calls to action on the software to prompt the user to record a video.
In this situation with the exception of the customer having the ability to customize the software every other facet of the Service is purely SaaS. Specifically, the provider hosts and serves the service and provides the maintenance and security also.
I’m sure you are now thinking how does the provider protect its intellectual property given that the customer is going to be generating derivative works from the Service? You can imagine a situation where a worldwide brand makes the Service look and feel like its brand right down to the coloring on its logo. How does the Provider prevent the brand from “keeping” such derivative works when the agreement has ended or is terminated?
I would suggest putting language in the Agreement that says that the Customer is permitted to modify the presentation of the software so it aligns with their brand, including the look and feel of their brand for as long as the contract is in effect. I would call this the “work product.” I would put additional language in the Agreement that said upon termination or expiration of the Agreement, that the Customer shall not retain any ownership or intellectual property rights to the Work Product. And, that the customer must assign and convey to provider any and all right, title or interest of any kind for anything developed or created by Customer in their use of the Service, including any Derivative works of the Service. And, the customer has to also agree that all such derivative works shall constitute works for hire and that all title shall vest in the Provider.
If it’s a good customer and they are happy with the Service, this language practically guarantees that the customer will renew the Agreement and not risk losing access to the Service.
Andrew S. Bosin, LLC, Esq. | www.njbusiness-attorney.com
Andrew S. Bosin provides affordable fixed flat fee legal advice to SaaS, cloud & IoT based companies, vendors, service providers, customers, manufacturers, platforms, application developers and other technology-related legal matters in the United States, US, globally, worldwide, in New Jersey, New York, New York City, Connecticut, Florida, Texas, Chicago, California, Ohio, Idaho, Alaska, UK, Europe, Amsterdam, London and India. Andrew also represents SaaS and cloud companies, startups, emerging growth companies, entrepreneurs, vendors and big data and analytics platforms located based in Dallas, Miami, Washington, DC, Philadelphia, Austin, Houston, Phoenix, Denver, Salt Lake City, Seattle, Boston, Pennsylvania, Houston, Utah, Atlanta, Charlotte, Los Angeles, San Diego, San Francisco, Silicon Valley, Provo, San Antonio, North Carolina, Indianapolis, Columbus, Cleveland, Pittsburgh, Toronto, Montreal, Vancouver, Calgary, Edmonton, Ottawa, Paris, Madrid, Barcelona, Spain, Berlin, Germany, Austria, Italy, France, Dublin, Copenhagen, Ireland, Scotland, Glasgow, Denmark, Sweden, Finland, Stockholm, Oslo, Helsinki, Rome and Madrid.