Online Retail | E-Commerce Agreement
Online Service Contract Disputes

As more commerce is transacted online, businesses and users increasingly rely on the smooth operation of every process underlying their online transactions. When any part of that transaction is compromised, prompt and effective legal advice is necessary to avoid or minimize significant losses.

Online Service Contracts

Gilbertson Davis LLP has extensive experience in the resolution of disputes concerning contracts and agreements of diverse subject matter in a wide variety of businesses and industries, from single page contracts to complex licensing agreements. We are familiar with the unique disputes that arise from online service contracts, SaaS contracts, and e-commerce contracts, from intellectual property and licensing issues to privacy protection and indemnity issues.

We have expertise and experience in advising and representing individuals and businesses on contract formation and validity of contracts, whether agreed in writing or otherwise, including a variety of standard form contracts used in commercial and industrial settings. Likewise we can advise on the different remedies and enforcement tools available to a contracting party, where breaches, or anticipatory breaches, have occurred.

There are a wide variety of agreements that are often made and performed online and in e-commerce, including:

• Software as a Service (SaaS)
• Online retail agreements and Terms of Use
• Data collection, data analysis, and data aggregation agreements
• Software licenses
• EULAs
• B2B contracts
• B2C contracts
• C2C contracts
• E-bidding and e-auction contracts
• Web development agreements
• SEO agreements
• Social media management agreements
• And more…

E-Bidding, E-Auctions, and E-Procurement

The internet also provides for businesses to easily conduct business with multiple suppliers or purchasers in new and creative ways, including through e-bidding, e-auction, and e-procurement systems, which may arise in business-to-business (B2B), business-to-consumer (B2C), or with public sector procurement and public-private partnerships (PPPs or P3s).

The terms of the bid or auction, including price, requirements, or extensions, can have important consequences on whether any particular bid is binding on the auctioneer, the terms of that contract, and how that contract can be enforced. Where these terms are not clearly documented in advance, disputes can and will arise, either from successful bidders or auctioneers who look to enforce a bid, or unsuccessful bidders who may claim the process was not properly followed and had an unfair disadvantage.

Where a dispute has or is likely to arise, it is important to retain counsel familiar with these arrangements and the laws surrounding them to receive prompt and effective advice. The lawyers at Gilbertson Davis LLP have experience with international litigation, including jurisdiction challenges.

Intellectual Property Disputes

A common issue in e-commerce contracts is determining who retains intellectual property rights in works created, whether it is website development or custom-created software. If intellectual property rights are not properly preserved or assigned, disputes can and will arise when websites or software are developed with input from both developer and user, each claiming rights in the work. We can advise you on your options for enforcing or defending copyright infringement claims to protect your interests.

Privacy Disputes

Collecting, storing, and using personal customer information is a necessary part of any business, especially in any online environment, where user profiles, passwords, and credit card details are routinely collected, processed, and stored. Businesses must continuously balance their need to keep such information secure while also ensuring that it remains accessible to those who legitimately need it to run their business effectively. Where security measures fail, legal advice and representation is required for the prompt pursuit of claims in the courts, including injunctive relief, damages and expenses.

Data aggregators and other companies creating and relying upon aggregated and anonymized data must also take efforts to mitigate legal and regulatory liability where possible, including not only assessing the risk of disclosure and ensuring sufficient notice and consent has been established, but also ensuring that individuals cannot be re-identified.

If you are involved in an e-commerce or online retail dispute, contact us for an initial consultation.