Can I cancel a software subscription agreement before the end of the term?

Hello! Under California law, a breach of contract occurs when one party fails to fulfill a legal duty the contract created and causes damages for the defendant. (California Civil Jury Instructions Number 303.) The measure of damages is the amount that will compensate the aggrieved party for all the detriment caused thereby or likely to result therefrom. (Cal. Civ. Code § 3300.) Any contract entered into after January 1, 1986 that does not stipulate the legal rate of interest, the obligation shall bear an interest rate of 10% per year after the breach. (Cal. Civ. Code § 3289.)   This applies regardless of whether the agreement was written or done orally. Typically, the aggrieved party is entitled to be returned to the same position they were in before the breach.  In your case, you said that the subscription agreement doesn't have the functionalities you expected. Because it's not functioning like you intended, and if you have made reasonable efforts to resolve this in good faith, then it is a breach of contract. Because it is a breach, you can suspend your own performance in this case and sue for any actual or consequential financial damages you've suffered. The quicker, informal option is to send a demand for performance. Because this situation is so common, I drafted a template myself to help with this so you know it's legitimate - https://www.contractscounsel.com/t/document-form-checkout/119 You can file a lawsuit in your local court. If you’ve already sent a bunch of letters, then the truth is this is the only way to compel them to do anything. You can also talk to me about drafting a letter, too. Best of luck! Dolan

Hello! There are four main things I look for in creating the agreement: 1. The agreement should state the reseller's rights to market, sell, and distribute the software, including any limitations like geographic restrictions or specific customer segments they cannot target. It must also detail the licensing model for end customers, outlining subscription terms, usage rights, and any limitations on the number of users or features. 2. It should also contain a very comprehensive pricing structure for the reseller, including details on wholesale discounts, volume-based pricing, or tiered pricing models. Payment terms, including schedules, accepted methods, and any penalties for late payments, must be clearly defined. If a revenue-sharing or commission model is in place, the agreement should outline how revenue will be divided between the provider and reseller, specifying commission percentages or revenue splits. 3. Also, the agreement should clearly outline the responsibilities of both the reseller and the provider. This includes detailing the reseller's duties in sales and marketing, customer support, and technical assistance. 4. Finally, CLEAR ownership of customer data collected through the software is super important, including usage data and personal information. Happy trails!

While the basic structure and framework of a consulting agreement and an independent contractor agreement are very similar, the primary difference is in what services the consultant provides. In a consulting agreement, the consultant is providing their advice for a fee. The guidance will be in the field of their expertise and, usually, includes evaluating an aspect of your business and making suggestions regarding what to do next. An independent contractor, on the other hand, will actually perform the work. The difference is not always a bright line and will vary depending on the circumstances. In some cases, a service provider will evaluate, recommend, and then perform. In that case, they are acting as a consultant first and then an independent contractor. It is also important to properly consider the differences between an independent contractor and an employee.

It depends. In many cases the lawyers representing the seller draft the asset purchase agreement. This is not always the case and at least forty percent (40%) of the deals I have worked on have featured the buyer drafting the asset purchase agreement. Who drafts the agreement may often depend upon who is in a stronger position and/or who has attorneys with the bandwidth to properly support the deal, as envisioned in the relevant term sheet.

Just like the name suggests, an asset purchase agreement is just that – an agreement to purchase existing assets. This would be the appropriate document to use if you are buying or selling some or all of the assets of a business but not the business itself. For example, if you own a yard service company and you are interested in buying all of the mowers, trucks, and equipment of another yard service business. An asset purchase agreement would give a defined list of the equipment you are purchasing. If you were interested in buying the whole business, including existing contracts, assuming the debt, and retaining the other business’s employees and perhaps even their name, you would want a business purchase agreement.