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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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Garmin Venu 2 smartwatch is the do-all fitness tracker

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The Garmin Venu 2 smartwatch will cost you approximately $400 – let’s talk about why. The Garmin Venu 2 does everything the original Venu does, but ALSO adds an array of new features. This watch works with GPS (and GLONASS, GALILEO), heart rate monitor, barometric altimeter, compass, gyroscope, accelerometer, thermometer, ambient light sensor, pulse ox blood oxygen saturation monitor, and a battery time of up to 10 days in smartwatch mode. It has a touchscreen, color display, and is able to connect to Android and iOS devices.

In addition to the features included in the original Venu, this device is available in two distinct sizes and multiple colors. This version has “enhanced battery life” with both rapid recharging and a battery saver mode – which for the Venu 2 means it’ll have up to 11 days of up-time, and the 2S rings in at 10 days (both in smartwatch mode).

This series also has new HIIT workouts with on-screen animations, as well as activity profiles for HIIT, hiking, bouldering, and indoor climbing. Venu 2 works with Health Snapshot to record and share health stats, and has a “Fitness age” system.

With the fitness age system, the watch “estimates the body’s age” given activity, resting heart rate, chronological age, and either body fat percentage (if you’ve got a Garmin Index scale) or BMI. The Venu 2 also adds new sleep score and insights with Firtbeat Analytics. Below you’ll see a presentation video from Garmin about this new Garmin Venu 2 series.

The Garmin Venu 2 has a 45mm watch case and a 22mm band. The Garmin Venu 2S has a 40mm watch case and an 18mm band. The bands work with “industry-standard quick release” silicone band connections, and the watch has a stainless steel bezel.

The display is an AMOLED touchscreen panel protected with Corning Gorilla Glass 3. If you’re looking at the Venu 2S, you’ll have a 1.1-inch diameter display with 360 x 360 pixels. The Venu 2 has a 1.3-inch diameter display with 416 x 416 pixels. Both have 5 ATM water ratings, meaning they’re able to withstand pressure equivalent to a depth of 50 meters. That means you’ll be protected against splashes, showers, diving, snorkeling, swimming, and your basic rain and snow.

Both the Garmin Venu 2 and Garmin Venu 2S will cost you approximately $400 USD. These watches were made available for purchase through Garmin (dot com) starting this week.

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iOS 15 features could include Apple’s big notification upgrade

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Apple’s iOS 15 and iPadOS 15, its upcoming major software refreshes for iPhone and iPad, will include a significant rework of how notifications are handled, according to a new report, potentially addressing a growing criticism of alert overload on mobile devices. The two new OSes – one designed for phones, the other for tablets, after Apple opted to cleft development in two – are expected to be previewed at WWDC 2021, the company’s annual developer event in early June.

Notifications and the Lock Screen in general has increasingly become a point of contention for iOS and iPadOS users. In the early days of the iPhone platform, Apple’s treatment of each notification as a separate block made sense; more recently, however, with a dramatic uptick in the number of apps and services wanting to push out their respective alerts to users, the Lock Screen has arguably become unruly and it’s easy to potentially miss a notification.

Apple has finessed the UI over the years, including grouping notifications by app, and there are settings which can control whether software can show a full notification or a more fleeting one. All the same, chatter of a revamp has been around for some time, and it seems iOS 15 and iPadOS 15 will be when it lands.

Users will be able to set different notification preferences, based on their current status, sources tell Bloomberg. That could include whether their iPhone or iPad makes a noise. Unlike the current, fairly blunt “Do Not Disturb” or driving modes – the latter which can automatically activate when the iPhone is in CarPlay mode in a vehicle – there’ll be multiple settings supposedly accessed via a new menu.

For example, users could set that they’re working, sleeping, driving, or a custom category – such as exercising – with a different set of notification preferences for each. That menu will be accessible from the new Lock Screen as well as in the Control Center. Automatic message replies, as are currently supported in driving mode, will also be supported for each status.

For iPadOS 15 specifically, there’ll be new Home Screen options. The widgets that Apple added to iOS 14 last year, which can be intermingled with regular icons on the Home Screen, will be expanded to iPadOS 15 it’s suggested. Currently, iPad widgets are corralled into a separate pane.

Both iOS 15 and iPadOS 15 will also expand Apple’s focus on privacy, the sources say. There’ll be a new menu which lists all of the personal data being collected and shared by apps, in part of an attempt to make more clear what information may be gathered in the background. It follows new rules Apple has applied to developers around disclosing data sharing policies and more.

Finally, there are said to be changes afoot to iMessage, Apple’s messaging platform. Though possibly not arriving in time for WWDC 2021, the updates are believed to be with a mind to making iMessage more of a social network than it is now, though exactly how that would operate is unclear at this stage.

WWDC 2021 kicks off on June 7, and – like last year – will be held entirely online rather than as an in-person event. Registration is open now, and unlike in previous years will be free and uncapped in number to developers.

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AppleCare+ plans can now be extended for longer than 36 months

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Anytime someone buys a new Apple product such as an iPhone, iPad, Apple Watch, or Mac, they often buy the AppleCare+ extended warranty. That warranty covers the devices for all manner of accidental breakage and other issues. Apple recently announced that in Australia, Canada, Germany, Japan, the UK, and the US, owners who originally purchased AppleCare+ can renew their coverage for longer than was previously allowed.

Users are required to purchase their new coverage within 30 days of the date of their original coverage ending. Users who pay monthly or annually for AppleCare+ don’t need to take any action to renew their plans. Plan coverage can be continued beyond 24 or 36 months on a monthly or annual basis until the user cancels the coverage.

Apple does note that users who choose to continue their coverage will be subject to the current AppleCare+ terms and conditions. Buyers in China who purchased 24 months of coverage upfront will be able to continue coverage on an annual basis when their 24-month initial period is over. Those who paid annually will renew annually each year until they cancel.

Users in China can renew within 30 days of the end date of their current coverage. The coverage end date can be found in “settings – general – about” where they can tap the AppleCare+ Coverage Available option and follow instructions to register. Users can follow the “settings – general – about” path and then tap the name of their AppleCare plan to see when their coverage expires.

Coverage can also be verified on the mysupport.apple.com website. Expiration dates are also noted in the Proof of Coverage or Plan Confirmation message sent when the AppleCare+ plan was initially purchased. Apple outlined the steps on its support page with an updated document published on April 20.

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