How To Establish Your Brand

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Trademarks

Trademark. Lawsuit.When you think of great trademarks, the ones known throughout the world, they will likely include the apple with the bite taken out of it and the golden arches. There are also older trademarks that have withstood the test of time, like the classic Pepsi trademark or even the red tongue, which has come to represent the Rolling Stones for several decades now.

Big successful companies strategically use something called trademark placement or product placement, the conspicuous placement of the trademark where a large number of people will see it. Think of the giant television screen in New York’s Time Square. Other trademarks appear in popular movies and television shows.

The website brandsandfilms.com compiled a list of the top 40 product placements of all time. The top five are:

  1. Wilson in Cast Away
  2. Kodak Carousel in Mad Men
  3. Ford Mustang in Bullitt
  4. Manolo Blahnik in Sex and the City
  5. FedEx in Cast Away

To see the complete list, visit here.

Obviously, most businesses don’t have the power and resources to get their brand on television or the movies, but there is much a small business can do to promote its brand. And while your small business may not have its brand recognized around the world, you can become recognized as a top brand locally to the customers you want to specifically target.

According to Inc. Magazine, there are 10 ways to establish your brand.

  1. Publish Plenty of Free Content
  2. Make It Dead Simple to Access
  3. Provide Value on Social Media
  4. Guest Post on the Right Sites
  5. Tell Your Story
  6. Take Advantage of Google Authorship
  7. Write a Book
  8. Be Controversial
  9. Speak at Every Opportunity
  10. Be Constant

To see further details on these steps, read here.

Of course, a big part of establishing your brand involves the trademark of your logo and name. Why let someone else steal your brand and all the hard work you put into it? A solid trademark is a great way to protect not only your brand, but also your reputation with your customers.

Feel free to join my conversation on FacebookFacebook Esteemableacts Fan Page, or my Facebook Law Page, you can also interact with me on my Twitter Esteemable Acts pageTwitter Law Page, or on LinkedIn.

Contracts. Agreements.

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UNDERSTAND Those Agreements BEFORE Signing.

Agreements. Contracts.

Agreements. Contracts.

I can’t tell you how many times I have warned people about signing a contract without complete understanding of the terms. Unfortunately, people still make the same mistakes over and over by signing contracts that are not in their best interest. Often these mistakes can cost a person everything they worked for.

Here is just another unfortunate case that proves my point.

The Camellia Grill, a landmark New Orleans restaurant, popular with both locals and tourists for nearly 70 years was severely damaged by hurricane Katrina and remained closed for over a year, when owner Michael Shwartz decided to sell it in 2006. The sale was finalized with 3 separate contracts, one of which was the “bill of sale.”

READ Those Agreements BEFORE Signing.

The new owner, Hicham Khodr, also signed a contract for a licensing agreement regarding the use of the iconic Camellia Grill trademarks and logos. The contract agreed on a payment of $1 million, as well as ongoing royalties. This contract was contested, and eventually declared null and void by a Louisiana court. This ruling then led to a slew of other lawsuits between the two parties.

With the licensing and royalties contract terminated, the seller filed a lawsuit against the new owner claiming trademark infringement, since the restaurant continued using the original name, signage and logos. The new ownership contended that the use of the logos and trademarks was covered in the “bill of sale” contract.

When the smoke from the lawsuits finally cleared in July of 2015, the court ruled that the new ownership had complete rights to the name, trademarked logos and all materials specified in the bill of sale. The contract specified transfer of all “tangible personal property located within or upon” the Camellia Grill.

Michael Schwartz argued that intellectual property was not part of the “tangible personal property.” However, Judge Jane Triche Milazzo ruled that the language in the bill of sale was “clear and unambiguous.”

Obviously, Michael Schwartz and his attorneys did not cover all the bases in regards to the specific language of the bill of sale contract. They assumed that the licensing contract covered the trademarks, but when that contract was voided by the court, the bill of sale became the primary documentation of the terms.

When you sign a contract on the dotted line, you had better be absolutely sure that the terms are exactly as you want them, with all avenues and possibilities considered, especially when dealing with multiple contracts for the same deal.

Please don’t enter into a contract that can affect your livelihood and future without seeking the counsel of an experienced attorney who specializes in the field. Not all lawyers are created equal. Your real estate lawyer is ill-equipped to counsel you on intellectual property law issues, and truly not your criminal lawyer. One oversight on the contract can lead to devastating consequences.

Until next time, I’m Attorney Francine Ward helping you protect what’s yours. Join my conversation on FacebookTwitter, or in one of my LinkedIn groupsGoogle+ Circles.

http://www.nola.com/dining/index.ssf/2013/05/court_rules_camellia_grill_mus.html

 

Contracts. Agreements. Due Diligence.

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Contracts. Contract. Agreements.

Contracts. Due Diligence. Ask Questions.

Contracts. Due Diligence. Ask Questions.

When you sign a contract to go into business with someone or purchase something, do you really know who you are contracting with? Well, you better because as they say “the devil is in the details.” Not understanding these details and really doing your homework can cost you everything.

The seventh circuit court of appeals recently put forth a ruling concerning the liability of parent companies in regards to their subsidiaries.

The case involved three separate companies: Northbound Group, Inc., Norvax, Inc., and Leadbot LLC. Northbound and Norvax are both in the business of insurance leads. The two entities came to an agreement where Norvax would purchase the assets of Northbound. The purchase went through Leadbot LLC, which is a subsidiary of Norvax, created solely for the purpose of this transaction.

The purchase price of the acquisition was based on an earn-out percentage based on the monthly net revenue of the recently formed Leadbot LLC. The deal was contracted between Northbound and Leadbot, and Norvax, the parent company was not included. Northbound eventually filed a breach of contract suit, but learned that the fledgling company, Leadbot, had no assets. It then filed suit against both Leadbot and Norvax.

Northbound argued that Norvax, being the parent company of Leadbot, was in privity with Leadbot, and thus, in privity with them. Through a deposition of Norvax CEO, Clint Jones, it was established that funds from the buyout came from Norvax, not from Leadbot, and furthermore, that Norvax paid the salaries of Leadbot employees.

Norvax simply argued that they could not be held in judgment because they were not “in contract” with Northbound.

The seventh circuit court agreed with Norvax citing the time-tested standard that you can’t be sued for breach of contract if you are not a party in the contract. The court dismissed some of Northbound’s claims and granted summary judgment on the rest.

This case is sure to highlight the vigilance necessary when dealing with corporate parties in regards to deals with earn-out provisions. If the company contracted to pay the earn-out is not financially viable, you may have little to no legal options when you are not paid.

Take-Away.

What’s the take-away for you in all this legal mumbo-jumbo? KNOW who you are getting in bed with and READ all agreements before signing.

Feel free to join my conversation on FacebookFacebook Esteemableacts Fan Page, or my Facebook Law Page, you can also interact with me on my Twitter Esteemable Acts pageTwitter Law Page, or on LinkedIn.

Facebook. Facebook ADs. Facebook AD.

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Facebook. Facebook ADs. Facebook AD.

Facebook. Facebook Ads

Facebook. Facebook Ads

A you a fan of Facebook? Have you ever purchased Facebook ADs in order to obtain “Likes” on your business page? If you are one of the many who has done so, or intends to do so, you will want to read this post FIRST.

Facebook ADs.

When BBC Technology Correspondent Rory Cellan-Jones was informed by Social Media Consultant Michael Tinmouth of his concerns, regarding the low returns on Facebook ADs, Cellan-Jones was determined to delve into it. As any good investigative reporter, he did his homework. What he found was astonishing and disturbing.

Cellan-Jones decided that he wanted to investigate the worth of a “Like” using Facebook ADs. And in 2012 he created the Facebook page VirtualBagel for this experiment. VirtualBagel’s about page says “We send you bagels via the internet – just download and enjoy,” and its initial post noted “If you have clicked “Like” can you explain why?” This was written specifically to have followers comment on the page’s legibility.

Facebook Like.

The first Facebook AD was created to obtain “Likes” from people who reside in the United States, United Kingdom, Russia, India, Egypt, Indonesia, Malaysia, and the Philippines. Within 24 hours VirtualBagel had 1,600 new Likes for a $10 paid ad campaign. Not bad, right? Wrong!

Delving into the profiles of the new VirtualBagel followers, Cellan-Jones discovered that the page was very popular with people living in Egypt, Indonesia and the Philippines. However, almost no one from the United States or the United Kingdom had clicked the “Like” button. In addition, many of the overseas “Likes” looked suspicious while others were likes from business pages, and no one seemed to make any comments regarding the bagels being a virtual download.

After generating a few Facebook AD campaigns, Cellan-Jones created a final ad solely targeting the US and UK. Disappointingly the new Facebook Likes with this Facebook AD campaign were marginal.

In his article titled ‘Who ‘likes’ my Virtual Bagels?‘ Cellan-Jones said, “Who are these people in some countries who are clicking in an apparently random way on thousands of Facebook ADs and earning the network a small fee each time? The question you may ask is why does any of this matter? Well, Facebook has just arrived on the stock market with a valuation of $100bn, which was entirely based on the promise that advertising revenue will continue to grow from last year’s $4bn.”

Facebook Like.  Fraud Exposed.

And Derek Muller of Veritasium recently created a video on YouTube regarding this very topic. In the video, Facebook Fraud Exposed, Muller says that paid followers even if they’re based out of the US or UK drives reach and engagement numbers down. This action basically renders the business page useless because a lack of post engagement lowers the number of followers who’ll see the posts on their Facebook feeds.

The Cellan-Jones and Muller investigations on Facebook advertising do raise many questions regarding the real value of obtaining a new “Like” on a page.

Is it really worth it? Isn’t it better to bring value and engage with those who are truly interested in your brand rather than simply paying for more likes only to obtain people who are disengaged with your business page?

Copyright Attorney. Trademark Lawyer. Francine Ward.

Until next time, I’m Attorney Francine Ward helping you protect what’s yours. Join the conversation on my legal Facebook Fan Page, my Twitter page, or in one of my LinkedIn groups.

 

Contests. Online Sweepstakes. Sweepstakes. Lottery. Facebook.

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Facebook. Contests. Sweepstakes.

Contests. Sweepstakes. Lottery.

Contests. Sweepstakes. Lottery.

What do Facebook, Instagram, Pinterest, and Twitter have in common? They all allow their participants an opportunity to create contests, sweepstakes, and other games of chance using their online venues.

One of my very successful speaker/coach clients recently said she wanted to conduct online sweepstakes for her vast coaching network.  She gave me a boilerplate set of contest rules that she had gotten from another coach. We discussed the purpose for her contest and what she hoped to accomplish. In addition, I asked her specifically who she was targeting, what states she was including in her target group, what was the prize she was offering, and what did potential contestants have to do to enroll in the contest? The answer to those questions gave me a starting point for providing her with competent and accurate legal advice.

Online Sweepstakes. Sweepstakes. Contests.

Sweepstakes and contests have become the darling of creative entrepreneurs, as a way to attract customers to their brand. With social media venues, such as Facebook, Pinterest, Twitter, and so many others, conducting a contest is easier than ever before. There are many terms used to describe these types of promotions, e.g. sweepstakes, contests, trade promotions, gift prizes, game promotions, games of chance, but for our purposes let’s call them “Contests.”

Lotteries. Lottery. Contests.

There are a number of state and federal laws that need to be considered when structuring a Contest. The most important first step is to avoid being viewed as a lottery.  A lottery is generally defined as a game with three components: 1. A prize, 2.   The chance to win that prize, and 3.   A form of payment in order to be eligible to win that prize. Who has not heard of the “Powerball Jackpot”?  Just about any adult can walk into a 7-Eleven, in one of the states that allow lotteries, and purchase a lottery ticket. Lotteries can legally be conducted in 43 states, such as Illinois, New York, Florida, and California, and in some instances by a qualified not-for-profit. There are 7 states including Nevada, Alaska, Hawaii, and Mississippi, which do not permit lotteries.

Therefore, the first major hurdle to overcome is to make sure your Contest is not an illegal lottery.  The way around that is to eliminate one of the three components.  As always when it comes to legal issues, this question is not as easily answered as a layperson would assume.  The question needs to be answered by a competent attorney who understands the nuances of Contest Law, and someone willing and able to research all of the applicable state and federal regulations. If you are found guilty of conducting an illegal lottery, you can be fined a hefty sum, and possibly serve jail time. Once the lottery issue is resolved, you can move to step #2 — preparing the official contest rules (“Contest Rules”).

Contest Rules. Contracts. Contract.

Contest Rules are contracts, and whether you see the word contract written anywhere, they are agreements that can bind the participant and the Contest sponsor. These Contest Rules must be drafted with extreme care. Certain material terms and a number of required disclosures MUST be included in every set of Contest Rules. Some states don’t even allow Contests.  Other states have imposed strict compliance rules that require sponsors of a Contest to register and/or be bonded 30-60 days before conducting a Contest.  Therefore, cutting and pasting Contest Rules that someone else has used is a bad idea, unless a knowledgeable attorney customizes them for you.

There are many other considerations you should be aware of before sponsoring your first or your next Contest.

I’m Attorney Francine Ward, and if you are interested in structuring a Contest, feel free to contact me to set up a time to talk.  You can find me on Facebook, Twitter, LinkedIn, or through my website.