I know I need to get Terms of Service, Privacy settings, Incorporation of the company. What else legal work would I need to get done through a lawyer? I currently have 2 co-founders. One is my friend who helped me build the website from the start. The other is a developer whom we just added to the team a few days ago.
Are You Planning on Opening a New Website?
Below is a checklist for legal issues I use for new e-commerce clients.
1. Busines 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?
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.
Please feel free to contact me concerning your issues (No Charge.) I also offer a new client special to perform this work.
Andrew M. Jaffe
Attorney at Law
Practice Limited to E-Commerce and Internet Law
The "company" needs formation expertise --will this be a corporation with shareholders? An LLC with members? A partnership? Getting this internal structure should be your 1st priority Does your city require a business license? Have you got a CPA to get a tax ID number?.
Definitely seek a professional's help to prevent any problems down the road.
Nice checklist from Attorney Jaffe.
Here is the one I use, more elaborate and slanted somewhat toward Intellectual Property Issues. The choice of name is to me the most important single item, so it gets special attention.
Website Startup Checklist?
1 Intellectual Property Issues
1.1 Trademark – Have picked a great name for your website?
1.1.1 Will the site sell services or will it serve products, and will the name help such sales?
1.1.2 Do you have a brand name free from conflict?
220.127.116.11 If you are not certain, you need a trademark clearance search done ,
18.104.22.168 a domain name availability search done, and
22.214.171.124 a business entity name check done in the state where you will base your operation.
126.96.36.199 If not available, you must check with a trademark attorney about obtaining rights or pick another mark.
1.1.3 If available, should you register the mark, and when?
1.1.4 Alternatively, should you start with just common law rights? That is seldom smart.
1.2 Domain Name – Once you have trademark/service mark chosen, cleared and protected, you need to immediately register a domain of the same name, preferably as a dotcom as that is where people will first check and you do not want them diverted to another company. Longer reistration makes it less likely you will inadvertently let it lapse during startup.
1.3 Copyright –
1.3.1 Of Others - Images used? Stock? Original? Licensed? Registered? DMCA notice, procedure, software
1.3.2 Yours – Registered? Images? Content? Notices? Copy-Protect? Embeded tracking?
1.4.1 Of others – freedom to operate search? Licenses?
1.4.2 Yours – patentability search, costs, choice of attorney
2 Busines entity -
2.1 C corp, S Corp, Non-Profit, LLC or a sole proprietorship?
2.2 State of choice – costs, benefits, risks
3 Basic Agreements -
3.1 Terms of Service – Do it at the startA little work here brings big dividends in the future.
3.2 EULA - "browser wrap", "click wrap", “shrink wrap” - which do you need?
3.3 Vendor Agreements – web designer, host, credit, fulfillment, returns, royalties, etc.
3.5 DMCA policy - Do you need?
4 Accounting –
4.3 TurboTax? Or,
4.4 Do you have a good accountant's advice?
4.5 Taxes - Do you need and have an EIN? You can get that for free.
5 Insurance – Do you have any? General, specific, cost?
6 Backup – What sort do you have?
7 What Registrar & Host – GoDaddy? Bluehost?
8 Bandwidth – what do you need
9 Shopping Cart – which
10 Blog – Will you have one? Maintenance? Frequency?
11 Google Ranking/SEO – How & who?
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