Legal Compliance
Terms of Use
Terms of Use, also known as Terms of Service, are a legal agreement between a company or website and its users that outlines the rules and guidelines for using the service. It typically covers a wide range of topics, including:
Acceptance of the terms: Users agree to the terms of use by accessing or using the website or service.
Intellectual property: The website or service’s ownership and use of content, trademarks, and copyrights.
User-generated content: Guidelines for posting or sharing content, including restrictions on inappropriate or illegal content.
Privacy and data protection: The collection, use, and protection of users’ personal information.
Liability and warranty: The website or service’s limitations of liability and warranties.
Termination and suspension: The circumstances under which the website or service can terminate or suspend a user’s account or access to the service.
Governing law and jurisdiction: The laws and jurisdiction that govern the agreement and any disputes that may arise.
The terms of use serve as a legally binding agreement between the company or website and its users and aim to protect both parties' interests. It's essential to read and understand the terms of use before using a website or service, as it can impact how you use and interact with the service.
Terms of Use Template
Template below was crafted by OCV’s legal counsel for OCV (open core) companies as of February 20, 2023. Companies must review and edit highlighted sections prior to releasing their Terms of Use.
Terms of Use
Terms of Use, also known as Terms of Service, are a legal agreement between a company or website and its users that outlines the rules and guidelines for using the service. It typically covers a wide range of topics, including:
Acceptance of the terms: Users agree to the terms of use by accessing or using the website or service.
Intellectual property: The website or service’s ownership and use of content, trademarks, and copyrights.
User-generated content: Guidelines for posting or sharing content, including restrictions on inappropriate or illegal content.
Privacy and data protection: The collection, use, and protection of users’ personal information.
Liability and warranty: The website or service’s limitations of liability and warranties.
Termination and suspension: The circumstances under which the website or service can terminate or suspend a user’s account or access to the service.
Governing law and jurisdiction: The laws and jurisdiction that govern the agreement and any disputes that may arise.
The terms of use serve as a legally binding agreement between the company or website and its users and aim to protect both parties' interests. It's essential to read and understand the terms of use before using a website or service, as it can impact how you use and interact with the service.
Terms of Use Template
Template below was crafted by OCV’s legal counsel for OCV (open core) companies as of February 20, 2023. Companies must review and edit highlighted sections prior to releasing their Terms of Use.
Privacy Policy
Typical considerations:What the privacy policy should cover (e.g., personal information collected from website only, personal information collected from products and services, all personal information collected by the Company, etc.).With respect to the personal information that the privacy policy should cover:
Who does the personal information concern?
Describe the relationship between the Company and the individuals who the personal information concerns. Is this personal information generally collected in a consumer context or in a business context?
How does the Company collect or receive the personal information?
For what purposes is the personal information collected, used, and shared?
Please list all categories of personal information that the Company collects.
Does the Company receive any personal information from its business customers to process on their behalf (e.g., as a service provider)? If so, please describe the types of personal information received in this context, how the Company receives this information, and what the Company does with this information.Will the Company be aggregating or anonymizing any personal information and using it for purposes outside of the product or service? If so, please describe.Will the Company be using any personal information for R&D purposes? If so, please describe.Does the Company have a mobile application?Does the Company collect information other third party sources? This may include public records, data providers (e.g., data brokers), affiliate partners, and marketing partners.Does the Company allow users to log into the service or platform through social media credentials (e.g., Facebook or Google authentication)?Does the Company utilize (i) cookies (and if so, whether these are first party or third party cookies), (ii) local storage technologies, (iii) web beacons, and/or (iv) session replay technologies? If so, please describe.Please confirm if users of the service can refer friends or other contacts to the service. If so, please describe the categories of personal information that are collected for this purpose.Does the Company engage in email marketing? If so, how may users opt-out?Does the Company engage in text-based marketing or otherwise send text messages to individuals? If so, how does it obtain consent?Does the Company engage in interest-based advertising on its website?Please provide a list of categories of third parties with whom the Company may share personal information and the purposes for such sharing.Will customers be able to make purchases via the website?
If so, will the Company be using a payment processor?
Please describe what rights users are generally provided, if any (e.g., access their information, update their information, delete their information).
If rights are provided, are these rights only provided to certain individuals (e.g., California residents) or to all individuals?
Is the website directed at children? Does the Company otherwise knowingly collect information from children under the age of 16? Please describe.Please confirm if the Company is subject to the CCPA.Is the company governed by GDPR? Consider employee base, customer base, and target market.See also: Template Privacy Policy.
Subscription Agreements
Subscription agreements are an essential tool for any company offering a recurring product or service. They establish the terms and conditions governing the relationship between a company and its subscribers. These agreements provide a framework for the ongoing delivery of products or services to customers on a recurring basis, such as monthly or annually.Here are a few reasons why subscription agreements are important:
Legal protection: Subscription agreements protect both the company and the customer by establishing the legal terms and conditions of the subscription. This can help to prevent legal disputes down the line.
Clarity and transparency: Subscription agreements can help to ensure that both parties understand their rights and responsibilities. This can help to build trust and increase customer satisfaction.
Payment and billing: Subscription agreements can outline the billing cycle and payment terms, including any late fees or penalties. This can help to ensure that customers are aware of their payment obligations and can prevent billing disputes.
Cancellation and termination: Subscription agreements can specify the circumstances under which a customer can cancel their subscription or under which a company can terminate a subscription. This can help to avoid confusion and provide clarity on the cancellation process.
Subscription Agreement Template
Template below was crafted by OCV’s legal counsel for OCV (open core) companies as of February 20, 2023. Companies must review and edit highlighted sections prior to executing the agreement with customers.
Trademark Protection
A trademark protects your brand and intellectual property so others can’t steal your company’s name and/or symbols. When you’re working hard and investing capital to build up brand recognition, it’s important to protect your company’s name, logo, slogans, etc. to deter copycats.Note: There’s a legal distinction between “Trademark” and “Trade Name”. See details here. Also, a business can have both a legal (registered corporate name) as well as a DBA (”doing business as”) name. It’s important to file for trademark protection on the customer-facing name under which you conduct business.
Typical timeline
Entity Formation
Preliminary Knock-Out Search (Note: depending on launch date expectations, OCV team may skip an official knockout search with Legal counsel)
Company Launch
“Day 1”: File for U.S. Trademark Protection with USPTO through the legal team; review process may take 6-9 months in total (3-6 months after confirmation of receipt from the USPTO, which can take months after application date).Legal cost estimates as of February 2024:
Comprehensive Search & Filing: ~$7,500
Knockout Search & Filing: ~$5,000
Filing Only: $2,500
Within 6 Months of U.S. Application Date: File for non-U.S. Trademark Protection
European Region Options
Madrid Protocol: covers up to 128 countries (including EU) under a single application and one set of fees. Turnaround time tends to be quicker than separate national registrations, but approval is dependent on the underlying U.S. filing for the first 5 years. For instance, if the U.S. application were to come under attack by a 3rd party or abandoned, foreign filings could be impacted.
Legal cost estimate for EU & UK registrations: ~$5,500
Separate (EU and UK) applications prepared by local counsel. Individual applications tend to take longer, but registrations are independent of U.S. filing status.
Legal cost estimate for EU & UK registrations: ~$10,000 assuming no major obstacles
Depending on the nature and customer base of the business, companies may also consider expanding trademark protection to other regions / countries. Additional countries will incur higher legal fees than estimates above.
Recommendations for OCV companies
Work with the legal team to file for U.S. trademark protection as soon as practical after company launch. OCV will assist with this process.
Work with the legal team to file for EU and UK protection through the Madrid Protocol within 6 months of U.S. application date. Consider other countries if applicable.
Registration challenges
Trademark laws can be complex. What might seem superficially like distinct business names may not meet the standards for trademark registration under the USPTO’s standards. When the USPTO provisionally refuses registration of a mark (for reasons like potential confusion with another registered mark or sound a-likes, being too descriptive about what the company does, or being too broadly generic), legal resolutions may include:
Submitting legal arguments against the decision. Legal costs could be around $5,000 to $7,000, depending on the case. Attorneys should be able to provide an estimated probability of success.
Abandon the current application and either re-file for a revised set of goods and services (trademark category), or in a design format which may improve the prospects for registration.
When faced with registration challenges, we recommend a quick consult with the legal team to access the probability of success regarding legal options above.In a lot of situations, the most pragmatic solution may be to abandon the current application while continuing to use the company mark and adding “TM” to assert your claims to the name. Afterwards, it may be reasonable to revisit a new application for trademark protection again following a Series Seed or A financing and once a CEO / Head of Marketing is onboard.
Additional Resources
https://www.entrepreneur.com/growing-a-business/7-reasons-why-trademarks-are-important-to-your-business/235887https://www.cooleygo.com/choosing-corporate-name/https://www.upcounsel.com/trademark-vs-trade-namehttps://www.uspto.gov/ip-policy/trademark-policy/madrid-system-international-registration-marks-madrid-protocol
Last updated
Was this helpful?