Cunningham Dalman, P.C. is a law firm located in Holland, Michigan that has been serving the Lakeshore area since 1900. The document discusses important issues for lawyers to advise their business clients on regarding developing and managing a website, including setting up terms of use, advertising policies, and e-contracting terms. It also covers domain name registration, software licensing, privacy policies, website hosting agreements, intellectual property protection, taxation, and insurance considerations related to operating a website. The overall message is that developing a website entails various legal risks that lawyers should help clients address through policies, agreements, and proper planning.

1. YOUR BUSINESS CLIENTS HAVE A
WEBSITE…HAVE YOU ADVISED THEM
ON HOW TO LIMIT THEIR LIABILITY
EXPOSURE
P. Haans Mulder, JD, MST, CFP®
Cunningham Dalman, P.C.
Serving the Lakeshore since 1900

2. Background
• Shareholder at Cunningham Dalman, P.C.
• Specialize in business law (subspecialty
in technology law) and estate planning
• Publications-The Michigan Business Journal
Social Networking: Your Business Clients and Their Employees
Are Doing It…Are You Advising Your Clients on How to Manage
the Legal Risks? (Summer , 2010)
Open Source Software: Coming to a Client Near You? (Summer, 2009)
Serving the Lakeshore since 1900

3. Background
• Cunningham Dalman, P.C. is located in
Holland and has been serving the
Lakeshore since 1900
• Has 14 attorneys specializing in all areas
of the law
Serving the Lakeshore since 1900

4. Serving the Lakeshore since 1900
Flying at 30,000 feet….

5. Overview
• Start with the practical stuff
• What is your client going to do with the site
• How is the site being built/maintained and
what aspects of the site need to be protected
• What are some miscellaneous issues to be
aware of
Serving the Lakeshore since 1900

6. Start with the Practical Stuff
• Set expectations about complexity
• Clients still have all of the traditional
business law issues
• Take an interest and learn about
technology
• Realize you will likely be reviewing
documents from other sites
Serving the Lakeshore since 1900

7. What’s Being Done with the Site
• Terms of use agreement
• Advertising
• E-contracting
Serving the Lakeshore since 1900

8. Terms of Use Agreement
• Governs the use of the site
• Define what is permitted and what is not
allowed on the site
• Identify the owner of the content
• Disclaim/limit your client’s liability
• Addresses liability issues with the use of
hyperlinks
Serving the Lakeshore since 1900

9. Advertising
• May be done on the site or through
affiliate sites
• Must be truthful and not misleading
• Required to have evidence to substantiate
a client’s claims
• Avoid spam by analyzing commercial
email content
Serving the Lakeshore since 1900

10. E-Contracting
• May be accomplished by click-wrap or
browse-wrap agreements
• Recommend using click-wrap (unless it
does not involved important legal issues)
• Is there sufficient notice and a valid
consent to the terms and conditions
• Use an “I Accept “ box
Serving the Lakeshore since 1900

11. Building Out/Maintaining the Site
• Website development
• Domain name registration
• Software licensing
• Privacy policy
• Website hosting
Serving the Lakeshore since 1900

12. Website Development
• Website is composed of many elements
(software, text, photographs, data, video,
etc.)
• Client should own the site and/or license
the elements above
• Consult an intellectual property attorney if
necessary
Serving the Lakeshore since 1900

13. Domain Name Registration
• Help your client chose the domain name
(follow general principles under
trademark law)
• Use a dispute resolution policy (UDRP) to
resolve issues
• Advise your client to re-new the domain
name on time
Serving the Lakeshore since 1900

14. Software Licensing
• Determine what rights your client has
• What is the term of the agreement
• Are there any warranties or
indemnification obligations
• What remedies does your client have
Serving the Lakeshore since 1900

15. Privacy Policy
• One size doesn’t fit all
• Define what information will be collected
and determine where it is coming from
• Is information governed by any particular
federal or state laws
• Describe what is going to be done with the
information
Serving the Lakeshore since 1900

16. Website Hosting
• Provider keeps all of your client’s content
on its or another company’s server
• Does the host own it or is it a reseller
• What is the level of service
• How is security addressed
• Provide for continued hosting and
portability
Serving the Lakeshore since 1900

17. Protect Certain Aspects of the Site
• Consider protecting the name,
graphics/design, and any software
applications by registering a mark or
copyright
• Have work made for hire agreements
• Determine if patent protection is available
Serving the Lakeshore since 1900

18. Other Issues to be Aware of
• Taxation of transactions
• Insurance coverage
Serving the Lakeshore since 1900

19. Taxation of Transactions
• Have your client talk with an accountant if
it sells goods or services through its site
• Likely will have implications for reporting
and paying sales and/or use tax
Serving the Lakeshore since 1900

20. Insurance Coverage
• Have your client work with agent to
determine what claims are covered
• Analyze particular uses of site to identify
areas of liability exposure (breach of
privacy, copyright/trademark
infringement, etc.)
Serving the Lakeshore since 1900

21. Serving the Lakeshore since 1900
Questions….

22. P. Haans Mulder, JD, MST, CFP®
321 Settlers Road
Holland, MI 49423
(616) 392-1821
phmulder@holland-law.com
http://www.linkedin.com/in/phaansmulder
Serving the Lakeshore since 1900
Thank You