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Recent Software Class Actions Provide Valuable Lesson on Why SaaS Contracts Should Be Drafted to Fit Company’s Business Model

Written by on Friday, March 10th, 2017

When SaaS companies and start-ups first contact me, they are often doing so with the idea that there are a few really well SaaS template contracts circulating in the SaaS industry and they seeking the” right” attorney to provide that industry-standard template to them.  Alternatively, they contact me telling me that they’ve already put together a draft SaaS contract, and that they just want me to look over and “bless” what they’ve already written based on a particular SaaS company’s contract available for download on the Internet.

In these cases, which are the norm rather than the exception, I often encounter significant push-back when I first suggest to them that they are approaching the SaaS contract drafting process entirely the wrong way.  I always explain that a well-drafted SaaS contract should be tailored to their specific business model, and then I proceed to ask them a number of questions about their business model, which they generally aren’t prepared to answer.  They often then proceed to get frustrated by all the questions about their business, when all they are actually looking for is the “right” contract template.

If you are in the SaaS industry and have created your customer contract in a similar fashion, or committed the other common software contracting “sin” of caving into pressure exerted by a potential customer and just agreed to their standard agreement terms because you wanted to close a deal with them, then you may want to consider the example of recent litigation against an industry leader, which adopted contract language which was then alleged not to match the company’s business practices.

The litigation at issue involves class action suits against the McAfee brand security software: Williamson v. McAfee, Inc.,  No. 5:14cv00158 (N.D. Cal. Aug. 30, 2016) and Kirby v. McAfee, Inc., No. 5:14cv02475 (N.D. Cal. May 29, 2014).  Both cases focus on the company’s business practices surrounding its use of automatic renewal clauses–a standard practice widely adopted throughout the SaaS industry.  The litigation is ongoing: while the court granted final approval of a settlement in both cases, an appeal has been filed.  (See posted notice).

The particular contract clause at issue in the Williamson case is a common clause routinely included in SaaS contracts that stated at autorenewal customers would be charged the “then-current” price for the product.  However, the Williamson complaint alleged that the actual practice of the company was to charge customers upon autorenewal a higher price for the product than the price that the customer could have purchased the product for elsewhere.

The particular contract clauses at issue in the Kirby case stated that customer would be automatically enrolled in the autorenewal program and that a customer’s credit or debit card could be charged at autorenewal even after it had expired.  The Kirby complaint alleged that the actual practice of the company was to import into its billing system updated customer credit or debit card information provided by Visa or MasterCard rather than procuring a new authorization from client when the prior authorization became invalid, and to charge the customer at autorenewal at a higher price than originally paid without the customer’s express consent.

While there are a number of allegations made against McAfee in these class action suits, a fundamental problem alleged was that the terms of service binding the customer did not match the company’s actual business practices, and that the customer did not provide consent to the company’s actual autorenewal practices.

While these particular suits were filed against McAfee, the business practices alleged in these cases are perhaps the current standard of conduct for today’s software industry.  Furthermore, I would argue that more often than not terms of service are adopted by companies without any consideration whatsoever of the actual technology and business model for the software or SaaS product, so it is probably rare for the terms of service to match the company’s actual business practices.  Thus, it is my assertion that these cases provide an excellent primer of the risks of adopting terms of service that do not match the actual practices of the business.  It’s still not clear what the ultimate price tag on this matter will reach on the part of the company, but it’s clear it will be multiple millions of dollars in costs and expenses.

Moreover, these cases demonstrate the importance of consent to having an effective autorenewal clause.  State laws applicable to these cases did require the procurement of clear and conspicuous consent to autorenewal, which McAfee is alleged not to have had in these particular sets of facts.  Obviously, any deficiency with consent could have easily been addressed through the adoption of better business practices and terms that would demonstrate clear customer consent in compliance with applicable state laws.

The bottom line is that terms of service should not be adopted by a SaaS company without a thorough consideration of the technology, the business model, and the business practices of the company.  Even common business concepts like autorenewal accepted across the board within the industry may lead to costly lawsuits if insufficient consideration of business practices is contemplated in conjunction with the drafting of terms of service.


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US Navy Responds to Copyright Infringement Suit Filed by Bitmanagement Software

Written by on Tuesday, November 22nd, 2016

Bitmanagement Software GmbH recently filed suit against the US Navy, alleging willful copyright infringement of its 3D virtual reality software “BS Contact Geo” and demanding $600 million in damages.  A copy of the complaint  has been posted by Business Insider at the attached  link.  Bitmanagement’s complaint alleges that the software license agreement entered into with the US Navy authorized the installation of the software on 38 machines “for the purposes of testing, trial runs, and integration into Navy systems” but that the US Navy decided it wanted to deploy the software on a wider scale and proceeded to install the software on more than 558,000 computers while it entered into negotiations with Bitmanagement to purchase additional licenses.

The initial reporting on this case in such publications as PC Magazine,  The Register, and ars Technica suggested that the US Navy had flagrantly infringed the intellectual property rights of this German software company on a massive scale and that the damages were likely to be significant.  However, the US Navy has now filed a response to Bitmanagement Software complaint, in which it denies that the license limited the US Navy to installation of the software on 38 personal computers and alleges instead that the Navy instead procured concurrent-use network licenses and was authorized to install the software on its network.

As a software licensing attorney who has had occasion to review many European software licenses, the nature of the US Navy’s response to facts that seem on their face to be quite clear-cut and entirely favoring the plaintiff software company leads me to question whether the license agreement at the heart of this dispute is as poorly drafted as many of the European license agreements I have reviewed in my practice over the years.  While I have no direct knowledge of Bitmanagement Software’s standard licensing terms or the terms entered into by Bitmanagement Software specifically with the US Navy, the mere fact that the Navy raised an argument in its response that it “procured concurrent-use networking licenses” suggests that the software agreement might not have had a clear license grant that clearly stated the scope of the grant and that the agreement might have just contained a fee schedule, which did not specifically define how the fees were calculated.  If this were in fact the case, the US Navy lawyers may just have interpreted the software license in such a way to favor the US Navy rather than engaging in willful copyright infringement as the plaintiff software company claims.

It has been my experience that many software companies around the world do not fully appreciate the significance of two key terms in every software license: the license grant itself and the payment clause.  It is not enough to state in a software license that you are granting a license for a particular purpose.  Rather, you have to actually define the parameters of the license grant.  For example, does the license authorize the installation of the software at a specific workstation at a specific location by a single employee? Or does the license authorize the installation of the software at a specific workstations at a specific location by an unlimited number of employees?  Alternatively, does the license authorize installation of the software on an unlimited number of workstations at several locations of the business by an unlimited number of employees? Or does the license authorize installation of the software on a server for concurrent use by a certain number of workstations of an unlimited number of employees?  As you can see the same grant to install software can be interpreted a number of different ways if all the different parameters are not carefully considered.

However, when you have a vaguely drafted software license that only “grants” a license or, alternatively, grants a very broad right to “use” the software, you have an additional interpretation problem in that it is unclear the scope of use that is in fact granted.  While the drafter might have intended “use” to mean merely the right to “install and run” the software, “use” might be interpreted to authorize not only “installation” and “running” but also “copying” and “distribution” provided the “copying” is limited to making archival backup copies or copies to other internal hardware and the distribution is similarly limited to with the licensee organization.

The other common problem I run into in reviewing software licenses is the vague drafting of license fees and payment terms and over-reliance on a fee schedule that simply lists prices based on number of licenses granted. Obviously, if you charge a set fee per license and neither the license grant nor the payment terms are specifically drafted, then the licensee is going to interpret the fees due and payable in the manner most favorable to the licensee. Frequently I see licenses, where the licensor likely intended to charge by the number of authorized users at a business but doesn’t specifically state how the fees are to be calculated, and obviously in these instances, the licensor is not likely to collect the volume of fees it intended to collect.

As previously stated, I have no knowledge of the software license at the heart of this dispute, so I am only speculating as to how this relationship might have deteriorated to the point of filing a $600 million lawsuit.  However, my own experience suggests that the contract which was the basis of this relationship may have been poorly drafted with respect the key terms of the license grant and license fee terms, and the choice of language in the response to the complaint makes me more suspicious that these problems I often see in my own practice could have been an issue in this relationship.  The bottom line is that key clauses in software licenses need to be drafted very precisely, regardless of which side of the contract you are on, and where terms are left vague, you may very end up in court having to pursue or defend copyright infringement claims which could have easily been avoided if only a better contract had been negotiated upfront.



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Should Your Software Company Be Concerned about Product ADA Compliance?

Written by on Tuesday, April 19th, 2016

If your software company leases office spaces, then you may have some familiarity with the legal issues involving whether or not the space is compliant with the Americans with Disabilities Act (the “ADA”), but have you ever considered whether your software product itself is ADA compliant?

If the answer is no, then it may be time to allocate some resources toward the issue of ADA compliance.

A California judge last month granted summary judgment to a blind plaintiff who had filed a lawsuit against Bag’n Baggage on the grounds that he was unable to shop online at the company’s website because the website lacked features for aiding the disabled.   According to The Wall Street Journal, Bag n’ Baggage was ordered to update its website, pay the plaintiff Four Thousand Dollars ($4,000.00) in damages, and pay attorneys’ fees which are expected to exceed One Hundred Thousand Dollars ($100,00.00).  Forbes reports that the plaintiff in the Bag n’Baggage case has filed nine lawsuits in San Bernardino County Superior Court and two in federal court, presumably on the same issue.

However, according to Forbes, this California ruling is not an isolated case, and it comes just a month after a federal judge ruled against Harvard University and the Massachusetts Institute of Technology  in similar cases, rejecting their arguments that the cases should be dismissed or stayed pending DOJ regulations being adopted.  Tech Crunch also reports that the Department of Justice itself has launched investigations which included the issue of website accessibility against the NewSeum in Washington D.C. and the Quicken Loans Arena and has settled with several universities:  Florida State and the University of Montana.  In addition, Tech Crunch reports that the Department of Justice has already entered into settlements with the online grocer PeaPod and H & R Block, which have required the businesses to make applications accessible to vision-impaired users.

According to Tech Crunch, given the fact that law firms are already sending out demand letters threatening to sue unless the business makes their website ADA compliant, it is not much of a stretch to anticipate that the same firms will soon start focusing their efforts altogether towards software and mobile applications.

What can software companies do to protect themselves from potential ADA claims about their software products?  Tech Crunch suggested that companies arrange for testing their products with WCAG 2.0 and Section 508 of the Rehabilitation Act and test usability by built-in screen readers, as well as actively consider accessibility in the design plan.  Obviously, software companies need to be following legal decisions on the issue of ADA compliance in the Internet and software industries and take steps to act on the guidance that comes out of those decisions relating to the ADA compliance issue.

The good news for software companies is that courts have not found uniformly against businesses on the issue of websites being ADA compliant, so in the event your company is sued, there is some precedent that may provide a viable defense to your business.  Forbes reports that the U.S. Court of Appeals for the Ninth Circuit held in 2015 in Earll v. eBay  that, was not a “place of public accommodation” under the accessibility requirements of Title III of the ADA and that it came to the same conclusion in 2015 in Cullen v. Netflix, Inc.  Forbes also reports that the Third and Sixth Circuits found in the 1990s that the ADA only applied to actual physical structures.  However, at the same time, Forbes acknowledges that the Eleventh Circuit, the First Circuit, and the Seventh Circuit have reached the opposite conclusion.

So, the bottom line, is that for now at least, software companies need to be proactively adopting plans to make their software products accessible to the disabled, and to be taking steps to maintain compliance with federal and state laws applicable to accessibility issues.  If your software company has not been considering how the ADA or similar state laws might apply to its products, now is the time to start evaluating these issues.

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Microsoft Launches New Constitutional Challenge Against Government Over Secret Data Requests

Written by on Saturday, April 16th, 2016

Microsoft has just opened a new chapter in the software industry’s pushback against alleged federal government overreach by filing a constitutional challenge over indefinite government gag orders when the government subpoenas information from customer cloud accounts.  Microsoft’s complaint alleges that the orders violate First Amendment free speech rights and Fourth Amendment rights regarding unreasonable government search and seizure of property.

According to The Wall Street Journal,  Microsoft is claiming that a gag provision under the Stored Communications Act “has significantly expanded the government’s power to conduct secret investigations.”  The Wall Street Journal reports that Microsoft’s position is that the government “has exploited the transition to cloud computing to expand its power” and that the fact that private information is moved from a file cabinet to the cloud does not fundamentally change the constitutional rights that people have to that private information.

The text of the Stored Communications Act is codified at 18 U.S. Code Chapter 121, Section 2703(b) of the Stored Communications Act states as follows:

(b)Contents of Wire or Electronic Communications in a Remote Computing Service.—

(1) A governmental entity may require a provider of remote computing service to disclose the contents of any wire or electronic communication to which this paragraph is made applicable by paragraph (2) of this subsection—

(A)without required notice to the subscriber or customer, if the governmental entity obtains a warrant issued using the procedures described in the Federal Rules of Criminal Procedure (or, in the case of a State court, issued using State warrant procedures) by a court of competent jurisdiction; or
(B) with prior notice from the governmental entity to the subscriber or customer if the governmental entity—

(i)uses an administrative subpoena authorized by a Federal or State statute or a Federal or State grand jury or trial subpoena; or
(ii)obtains a court order for such disclosure under subsection (d) of this section;
except that delayed notice may be given pursuant to section 2705 of this title.

(2) Paragraph (1) is applicable with respect to any wire or electronic communication that is held or maintained on that service—

(A)on behalf of, and received by means of electronic transmission from (or created by means of computer processing of communications received by means of electronic transmission from), a subscriber or customer of such remote computing service; and

(B)solely for the purpose of providing storage or computer processing services to such subscriber or customer, if the provider is not authorized to access the contents of any such communications for purposes of providing any services other than storage or computer processing.

Reuters reports that the Microsoft claims it has received 5624 legal orders under the Stored Communication Act, of which 2576 also contained a gag order, and that most requests involved individuals rather than companies.

According to The Economic Times, Microsoft has decided to pursue this challenge because its business model is increasingly relying on cloud services and Microsoft is concerned that the government’s actions are going to discourage the public from further adopting the cloud business model.  The Economic Times is also reporting that Microsoft is citing as precedent for its case a ruling in 2014 where U.S. Magistrate Judge Paul Grewal rejected a Department of Justice request to have an unlimited gag order over the search of a Microsoft Hotmail account and said that a limited gag order might be appropriate, as well as a Supreme Court ruling that police must announce themselves when they serve a warrant.

Who is likely to prevail here?  As you might expect, Forbes was able to find experts on both sides of the issue.   However, Forbes raised an interesting point that if a court were to find in favor of the government on this case, it sets a precedent for other governments to expect similar access, which could be problematic.

It’s safe to say that Microsoft’s filing of this case on the heels of the very public debate regarding the Department of Justice decision to order Apple to decrypt the San Bernardino terrorist smartphone is a strategic move on Microsoft’s part intended to capitalize on the current public sentiment against the federal government for its perceived intrusion on individual privacy rights.   The software industry has clearly decided that the time is right to draw a line in the sand on government overreaching into its industry.  It is unlikely that the government is going to be able to sidestep a showdown in this case in the same way it was able to do in the Apple dispute.


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Third Party Hacks San Bernardino Terrorist iPhone, Ending Standoff Between Apple and FBI

Written by on Wednesday, March 30th, 2016

The U.S. Justice Department announced yesterday that the third party who came forward and convinced the FBI that it could unlock the San Bernardino terrorist’s encrypted iPhone successfully unlocked the encrypted iPhone, ending the standoff between Apple and the FBI.  The government informed the court in its filing yesterday that it had successfully retrieved the data stored on the encrypted iPhone and no longer required assistance from Apple.

According to Silicon Beat‘s reporting, at least one founder of an advocacy group, Tiffiniy Cheng, co-founder of Fight for the Future,  is predicting that this standoff “will go down in history as one of the FBI’s biggest public relations failures.”  This general perception that the government has been the big loser in this matter has been the prevailing view among many commentators.

The Wall Street Journal, however, suggested in its reporting that a contrarian view has developed that “Apple’s credibility could be questioned” since clearly the iPhones do have security flaws that can in fact be exploited.  Also, The Wall Street Journal reported that this contrarian view suggests that the episode may “complicate the government’s position the next time” it seeks court-mandated help from a software company over an encryption issue.

The government has been silent on the source of the encryption unlocking assistance it has received; however, Tech Crunch and International Business Times reported that the mysterious third party was the Israeli company Cellebrite, which the government has a long history of working with.

Regardless of the identity of the third party providing the assistance, as The New York Times  has reported,  the very fact that a security flaw was uncovered that Apple was unaware of may serve as a wake-up call to Apple that it may want to rethink its policy on refusing to pay hackers that identify security flaws in its software.  According to The New York Times, it is a standard practice in the industry to pay hackers who identify security flaws that could be exploited for malicious purposes–a practice that Apple has refused to adopt–which has caused a huge underground market to develop for the sale of information on Apple security flaws.

In the meantime, while this particular chapter in the encryption battle has been closed, the Department of Justice’s appeal in the New York case over the unlocking of an iPhone continues on.  There is no word yet if the solution uncovered in the San Bernardino iPhone matter will also work with the iPhone in the New York case, although Reuters is reporting that Apple has already raised that question in New York court filings.   Also, as the Silicon Valley Software Law Blog reported previously, a potential encryption fight over WhatsApp also remains on the Department of Justice ‘s plate that has yet to be resolved.  Thus, it seems likely the debate over the encryption issue will be renewed in the foreseeable future over another software encryption matter.

While legal observers may be disappointed to see that fight postponed for another day,  I would argue that Americans should be relieved that the right result was finally achieved in this case.


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Government Backtracks in Dispute Against Apple Over Unlocking Terrorist iPhone

Written by on Tuesday, March 22nd, 2016

The government has asked to postpone its scheduled hearing against Apple tomorrow, according to breaking news reports by Fox News and the Associated Press as well as The New York Times.

It is reported that “an outside party” has identified to the FBI a possible method to unlock the iPhone used by one of the San Bernardino terrorists.  The government has asked for time to determine if the proposed method is successful.

The Department of Justice filing is posted here.

Today’s developments would suggest that the Department of Justice and FBI may be coming to the same conclusions that the Silicon Valley Software Law Blog reached last week: that the best course of action in this matter would be for the government to accept third party help to decrypt the locked terrorist iPhone and to drop the legal action against Apple.  While the Department of Justice has succeeded in creating a huge public relations victory for Apple by taking its encryption dispute to the courts, it has done little to advance its own interests, creating instead a very public controversy over the issue of federal government overreaching and setting itself up for a expensive court battle over free speech that could be headed to the Supreme Court.  Perhaps the realities of the situation have set in and the government is taking the prudent course of action after all.   While legal scholars may be disappointed in this development, finding an alternative solution to end this dispute is going to be best for law enforcement and ultimately best for the American people as well.

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Who will Ultimately Win in the FBI’s Standoff with the Software Industry?

Written by on Saturday, March 19th, 2016

The Justice Department set off a huge public debate earlier this year when it sought court intervention to force Apple to assist law enforcement in unlocking an iPhone that belonged to one of the San Bernardino terrorists, and the issue is of particular interest to members of the software industry here in Silicon Valley, where there is tremendous pro-Apple support.  In fact, it is difficult to go anywhere in Silicon Valley as a technology lawyer without being asked about the case.

However, since the case first became news,  it’s become more clear that, contrary to the initial reporting on the case, the government’s fight does in fact go beyond just this one case with Apple, and that winning the legal battle, should the Justice Department be able to do so, may not succeed in achieve the intended result.

According to Tech Crunch’s reporting on the case, a court order was filed on February 16 requiring Apple to create the software necessary to unlock the iPhone and that “within hours the court had granted the request.”  The government relies on a 227 year old law, the All Writ’s Act of 1789, as the basis for its legal argument.  Popular Mechanics explains the government’s argument in this article.

Apple then decided to fight back by disputing that the All Writs Act gives the government the authority to compel Apple to act in this case and by raising a very public Free Speech challenge to the Court.   The New York Times reported that the FBI has used the All Writs Act to successfully obtain data in the past from Apple, but that Apple is arguing that the difference in this case is that the government is trying to use the power to compel the provision of decryption services.  In other words, the argument is that government wants to conscript a private business into the performance of services against its will.  The New York Times further explained the First Amendment argument that Apple is articulating, explaining that the precedent is a Northern District of California case decided in 1996, which agreed that a UC Berkeley graduate student’s code was speech and protected by the First Amendment.  Forbes reports that Apple also cites Universal City Studios Inc. vs. Corley, a case in which magazine publisher Eric Corley published DeCSS, a program that permitted people to decrypt DVD content, and the Second Circuit U.S. Court of Appeals ruled that computer programs and code are a form of protected speech under the First Amendment.

An impressive number of amicus briefs have been filed in support of Apple’s position, which have been made available for public viewing by Apple on its website.

While the government’s request was initially reported as an “isolated case”, it has since become apparent that the case was not really  so isolated.  CNN reported that Apple is in fact being pressured by federal law enforcement to hack iPhones in at least thirteen different cases across the country.  Moreover, as reported by CNN,  it came to light that the government had previously launched a second court case over the same issue, when the New York judge assigned to the case ruled against the government that the All Writs Act could not be used to force Apple to unlock a specific device.  The Verge explains that while the ruling will not be precedent on the California case, it does give Apple a stronger argument to appeal any ruling that would go against the company and it “illustrates the dangers of trying similar cases in different courts simultaneously.”  According to The Verge report, a key difference between the two cases was the “specificity of the request” since whereas the New York case only requested general assistance in unlocking the phone, the California case detailed “extensive specifications” for how to break the lockscreen protections.

In addition to the New York case, The New York Times is reporting that the Justice Department is right now considering taking legal action against WhatsApp, which is owned by Facebook, over yet another encryption issue, in which a federal judge had approved a wiretap, but the criminal investigation was thwarted by encryption in the application.  According to The New York Times, the circumstances surrounding the WhatsApp dispute are even more significant as unbreakable encryption would put the “future of wiretapping” at risk.

When looking at the encryption standoff in its totality, it’s hard not to wonder why the federal government ever thought it was a good strategy to go to the courts with this fight instead of continuing to keep the issue out of the press.  Despite the fact that the California case is dealing with the aftermath of a terrorist attack that arose on California soil, Apple remains today an incredibly popular company which is incredibly skilled at conducting a masterful P.R. campaign.  Apple’s use of this controversy to harness public support for the company has been nothing short of brilliant.  While certainly the American public favors the government taking actions to defeat terrorism, there also remains a general fear of government overreach that began with the last Bush administration and intensified with the Snowden revelations.  As the New York Times observed, the debate that the government initiated by launching a court battle over the issue is probably not exactly what “Mr. Obama had in mind.” Even if the government were to achieve a legal victory in this matter, which seems perhaps less certain now after the New York ruling,  the public relations victory seems to  have already been won by Apple.  Moreover, it’s hard to accept the argument that the government had no other possible course of action, when once this matter was made public, it was reported by multiple news outlets that John McAfee publicly offered to encrypt the iPhone for free.  It seems like the country would have been much better served by the government making a more effective effort to decrypt the iPhone on its own without resorting to compelling a third party to act on its behalf.

To make matters worse, the engineering community is already publicly discussing a Plan B of simply not cooperating with the government even if it wins.  The New York Times reported this week that Apple employees are contemplating the possibility of “quitting their jobs” rather than undermining “the security of the software.”  Given the unpopularity of the government action in this standoff within the software industry and the high demand for engineers with the skills to do the development work in question, taking such an action would be unlikely to harm their careers.  As The Verge reported, such an act of rebellion could “make the FBI’s goal nearly impossible to achieve.”

All in all, it seems hard to see how the government really comes out ahead in this controversy.  The wisest course of action might very well be for the Department of Justice to swallow its pride, accept third party help, and move on.  There is no question that such a next step would the more prudent use of limited taxpayer dollars.  But since when has the current administration ever been judicious with taxpayer dollars?


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