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Startup Law A to Z: Customer Contracts – TechCrunch

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Your startup needs customers to survive. If and when you make sales or generate installs, you are wading into the fast moving stream of commerce and exposing yourself to risk. Well-drafted customer contracts limit your liability and create legally enforceable rights to get paid for your work. In fact, contracts are actually dispute prevention mechanisms, forcing parties on either side to clearly define what is supposed to happen in advance, aligning expectations and increasing the likelihood that all goes according to plan.

So developing a working understanding of contracts generally, a deep understanding of your core customer contracts specifically, and hiring a competent lawyer to draft key contracts from the beginning, together represent an investment that will pay dividends over the life of your startup.

This article, the third in Extra Crunch’s exclusive “Startup Law A to Z” series, follows previous articles on intellectual property (IP) and corporate matters. If you are tuning in now, this series is designed to provide founders enough information to intelligently analyze business circumstances vis-à-vis certain common legal issues startups face. These articles are detailed and admittedly lengthy, but the concepts discussed are critical for founders to understand deeply.

If after reading this or other articles in the “Startup Law A to Z” series, you identify legal risks facing your startup, then other Extra Crunch resources can help. For example, the Verified Experts of Extra Crunch include detailed profiles of “Verified Expert Lawyers” – some of the most experienced and skilled startup lawyers in practice today. You can and should use these resources to identify attorneys focused on serving companies at your stage with experience in the particular matters at hand and simply reach out for further guidance.

The Customer Contracts checklist:

Contract Law Generally

  • Contract Formation
  • Term and Termination
  • Breach and Remedies

Terms of Use vs. End User License Agreements

  • Distinctions and Key Provisions
  • Enforceability through Click-Wrap Agreements
  • Notice of Amendments and Revisions

Privacy Policies

  • State, Federal, International Laws:
    • CCPA
    • CalOPPA
    • Required under Cal. Bus. & Prof. Code § 22575(a)
    • FTC (COPPA, HIPAA, Gramm-Leach-Bliley Act)
    • GDPR
  • Disclosure and Enforceability

NDAs

  • Mutual vs. One-Way
  • Definition of Confidential Information
  • Residual Clauses
  • Non-Solicit and Non-Competes

Master Services Agreements and Service Level Agreements

  • Y-Combinator “Sales Agreement” / MSA Template
  • Deal Terms, Legal Terms, Boilerplate Terms
  • Legal Terms Explained:
    • Warranty and Disclaimer
    • Indemnity (and Insurance)
    • Limitation of Liability

Contract law generally

What is a contract? Any law student preparing for the bar exam will tell you, in monotone: “a contract is a promise or set of promises, for breach of which the law provides a remedy, or the performance of which the law recognizes as a duty.”

Simple enough, but which law? For contracts, it is primarily the “common law” which governs contracts, that is, law derived from judicial decisions and not government-enacted statutes (historical background courtesy of UC Berkeley). That said, contracts for the sale of “goods” are governed by specifically promulgated rules set forth in the Uniform Commercial Code (or “UCC”). And yes, in certain circumstances, courts have found that software may be considered “goods” for this purpose, see On Contracts.

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Lucasfilm hires Star Wars fan behind Luke face fix

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The creators of Star Wars at Industrial Light and Magic (ILM) and Lucasfilm aren’t shy about the fact that they employ fans of their most popular creations. After so many decades of creating Star Wars, it was inevitable that Lucasfilm would eventually be working with professionals that grew up watching Star Wars as a kid. This week, we have a friendly reminder that the dream is real: A creative film and special effects individual that went by the name “Shamook” was hired by Lucasfilm after he created his own take on a scene from The Mandalorian.

In the final (pre-credits) scene in The Mandalorian Season 2, we see a digitally-retargeted Mark Hammill performance, de-aged and fixed to look like Luke Skywalker just a short period after the events of Return of the Jedi. The result was fantastic, amazing, mind-blowing, and all that good stuff. But it wasn’t perfect.

Shamook saw what they did with this scene and took it upon himself to digitally edit the scene to make it just a BIT better. Below you’ll see that edited scene.

This update to the scene makes Luke Skywalker look just a bit more like his Return of the Jedi self. It pushes the performance over the edge – to a place where it feels natural enough that it’s apparent that it caught the eye of someone at Industrial Light and Magic. It’s become clear here and now that Shamook was hired by Lucasfilm after the release of that video.

In comments on a different video on his YouTube Channel for Deepfakes, Shamook revealed that he’d joined ILM/Lucasfilm “a few months ago” (a few months before he revealed the hiring in a commend made in early July, 2021). He added, “now I’ve settled into my job, uploads should start increasing again.” He also revealed that his role with ILM is “Senior Facial Capture Artist.”

It’s quite likely that future Star Wars projects won’t shy away from using tech like this again, in the very near future. Imagine what we’ll see in the Obi-Wan Kenobi show on Disney+, or The Book of Boba Fett, or the Lando show – the possibilities are endless!

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Android 12 Beta 3.1 released with major loopy issue fixes

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There’s a new Android update available today, Beta style, just so long as you’re part of the Android Beta program with Google. If you are a part of that program – open to the public, mind you – you’ll likely see a software update to Android 12 Beta 3.1 today. This update works with build SPB3.210618.016 with the usual x86 (64-bit), ARM (v8-A) emulator support, with a July 2021 security patch and Google Play services version 21.24.13, with API 31 for developers.

If you’re already using a device that’s running Android 12 Beta 3, you’ll more than likely see this update to your smartphone this afternoon. The update includes mainly bug fixes, but also adds stability to the build in a wide variety of places. You won’t likely notice any major difference in this software VS the previous most-recent release unless you’ve noticed one of a series of bugs that’ve been fixed.

SEE TOO: Android 12 Beta 3 released: Here’s what’s exciting

This update fixes an issue that caused Android low memory killer daemon (lmkd) to kill processes like a wild maniac. This update fixes an issue “that sometimes caused the System UI to crash.” If you’ve noticed your device getting stuck in the dreaded boot loop of death since the most recent update, this update should… fix that… if you’ve found a way to get out of the loop, of course.

For those of you that’ve never gotten your phone stuck in an “boot loop”, it’s essentially like it’s starting up, getting to the point where you’d expect to be able to interact with it, then oops! It’s starting again, getting to that point where you think you’ll be able to start using it… and so on. It’s an issue that occurs from time to time, and doesn’t necessarily mean the device is broken or useless – but it’s not always easy to fix.

If you own a Google Pixel smartphone released in the last couple of years, there’s a good chance you’ll have access to this Android 12 Beta 3.1 build. Take a peek at release notes for this build if you’re interested in getting far more in-depth as a developer or an Android enthusiast. There are also a variety of other brand phones that can access this Android 12 Beta 3.1 now, as it was with the Android 12 Beta earlier this year.

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iOS 14.7.1 update released with connectivity unlock fix

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Today Apple released an update for iOS on iPhone and iPadOS on iPad devices. This update goes by the name iOS 14.7.1, and it contains a tiny – but vital – fix to an issue with Touch ID when mixed with Apple Watch and the Unlock with iPhone feature. If this doesn’t seem like the sort of situation you’re in right now – if you don’t own an Apple Watch, or haven’t had any issues with iOS 14.7.0, then no worries!

The fix released this week had to do with iPhone models with Touch ID, and their inability to unlock a paired Apple Watch using the Unlock with iPhone feature. This is not the only change in this software release, but it is the most above-the-surface change in the mix. If you’re the sort of person that’s concerned with “important security updates” outside of the obvious, this might also be a good update for you to tap.

If you have an iPhone or iPad running iOS 14.7.0 or iPadOS 14.7.0, you can get this update by heading to Settings. In Settings, find the General category, Software Update, and tap Software Update. You may not immediately see the update available depending on your region – but it should be out and available for all by the end of this week.

Let us know if you’ve not already seen this software update available to your device when you read this article! If you do not know which version of iOS or iPadOS you are using, head to Settings > General > About > Version.

Back on July 21, 2021, Apple released iPadOS 14.7 to all compatible iPad devices. That new piece of iPad software was released just a couple days after the very similar iOS 14.7 for iPhone on the 19th of July, 2021. If you’ve been waiting on updating to iOS 14.7 because you’ve heard the first few days of any major OS release have their bumps and jitters, now’s probably an OK time to take the opportunity to update. Head to Settings, General, Software Update and your path to updating should be clear.

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