I am looking to provide social media marketing services to small business owners. I have spent a great deal of time and money to optimize my website so that it gets a high volume of traffic. I was looking to partner with another social media company for them to provide me their webinars that they have created for various social media courses. They are doing this because I can send them referral business and feature their offerings on my website. What type of legal agreement do I need wit this? Can the company try to demand money for this later on if my site is successful or claim that I let other people download these videos and that I am now liable for these damages?
You need an agreement that lays out the rights and responsibilities of each of the parties under this arrangement. You need to discuss the fact that they will be allowing you to use their webinars on your website, whether or not these webinars can be downloaded by your customers, how liability is going to be limited, whether there is going to be compensation involved for either side, etc.
Consult with a business/internet attorney that can help you draft up a contract.
Many attorneys on this site, including myself, offer free consultations.
Intellectual Property Law Attorney
You need a California licensed Internet business attorney. This also presents substantial IP issues, such as copyright licensing, since the webinars may belong to the creators, which you say are social media companies, but which may actually be authors or photographers. You also have many website business issues, that hopefully you have addressed, but which bear repeating in case not:
Even if you have the right agreement, the social media company might demand money if the videos became money makers for you. More likely, if they offer the videos for free they will insist that you do, too. However, the right agreement and the right attorney would put a stop to any such demand. Whether such an agreement can be obtained from social media companies is an open question, as they generally have top notch lawyers on staff.
So, call a California licensed business and IP lawyer for the right combination. My suggestion would be Attorney Michael Doland or Attorney Pamela Koslyn, who are very active on Avvo. You can find them using the Find A Lawyer tab.
I am not your lawyer and you are not my client. Free advice here is without recourse and any reliance thereupon is at your sole risk. This is done without compensation as a free public service. I am licensed in IL, MO, TX and I am a Reg. Pat. Atty. so advice in any other jurisdiction is strictly general advice and should be confirmed with an attorney licensed in that jurisdiction.
Intellectual Property Law Attorney
As has already been pointed out, you do need to select an attorney who can tackle the questions you raise. Your situation puts you in three overlapping areas (intellectual property law, internet law, and contract law).
I concur with Attorney Parikh that the solution to your issues will lie in a contract negotiated with the social media company with whom you want to partner. If you plan to incorporate the content within the webinars into your website or other promotional materials, you will need licenses. To address your concerns about them demanding money later on, you can address that by making the licenses perpetual, and at an agreed upon royalty rate (whether fully paid up or periodic basis).
Certainly if you operate outside the scope of any such license you negotiate, you will open yourself up to claims of infringement, breach of contract, and the like. As Attorney Parikh stated, a properly drafted contract can address these and other issues - including what happens if a third party (i.e., an author, photographer or videographer who contributed to the webinars or whose materials were incorporated without permission) accuses you of copyright infringement.
In short, your issues can be addressed - but only if you reach out to and work with an experienced lawyer.
Best of luck to you on executing your business plan - it seems like a good one!
Intellectual Property Law Attorney
You need an attorney, as explained by colleagues.
This is not a legal advice or solicitation, and does not create an attorney-client relationship. Consult with an attorney. I work for Cardinal Risk Mangement and Cardinal Intellectual Property, IP service companies, but not law firms. I also am the president of Vepachedu Educational Foundation Inc., which is a non profit educational foundation. I also write cultural and scientific compliations for the foundation. I also teach at Northwestern university as a guest lecturer. I also provide some pro-bono guidance on immigration and other issues through Indian American Bar Association. I also have a contract with Cardinal Law Group, a law firm, for IP projects. All this information is on my profile at Avvo and also at Linkedin. Any views/opinions expressed in any context are my personal views in individual capacity only, and do not represent the views and opinions of any firm, client, or anyone else, and is not sponsored or endorsed by them in any way.
Are You Planning on Opening a New Social Media Website?
There is much you need to know as you begin your new business. I suggest you do not attempt to write your own legal policies. This is not where your training and background lie, and though you are probably as smart as an attorney, you do not have their experience.
Below is a checklist for legal issues I use for new e-commerce clients.
1. Business entity - Are you going to be a C corp, an LLC or a sole proprietorship?
2. Terms of Service - This is your contract with your visitors and is the most important item for any e-commerce site. A little work here brings big dividends in the future.
4. FTC guidlines - The FTC has been regulating business advertising for almost a century. All of their advertising guidlines apply to e-commerce sites.
5. Domain Name issues? Is your name available. Can you create a Trademark?
6. Trademark - Do you have a brand name free from conflict? Should you start with just common law rights? Should you register the mark, and when?
7. Copyright - If it is on the web, it already belongs to somebody. Did you buy a license for the images you are using? Do you have a DMCA notice on your web site?
8. Do you need a DMCA policy?
9. Web Site security issues?
10. Do you need and have an EIN? You can get that for free.
11. Do you have employees? - If so you need written policies regarding their authority and use of the internet.
12. Do you know the difference between a "browser wrap" and a "click wrap" and which do you need?
When I discuss this list with clients other issues arise. Finally, I always discuss with my clients their need for good accounting services. An accountant's advice as you start up can save you many dollars in tax that you might not save if you wait to speak to an accountant until your first tax return is due.
I hope this list will give you pause to think about those issues for which you might need to seek professional advice.
You may want to discuss your situation with a lawyer in more detail. Most lawyers on Avvo, including myself, offer a free phone consultation.
Andrew M. Jaffe
Attorney at Law
Practice Limited to E-Commerce and Internet Law
This post is provided for general informational purposes only and is not intended to be legal advice specific to you. This general information is not a substitute for the advice of an attorney in your jurisdiction. The attorney client relationship is not established by this post.