Tag: Arizona business lawyer

  • My Blatantly Honest Lawyer Bio

    Image by Roger Griggs Photography

    In response to the infamous Venn diagram by Matthew Homann that suggests that most of the information lawyers put on their bios does not answer prospective clients’ questions, I asked my lawyer and non-lawyer friends what information they wanted to see.

    Their responses inspired me to write the most blatantly honest bio I could for myself:

    Ruth B. Carter

    Of Counsel (legalese for “independent contractor”)

    Practicing law since 2012

    Law School: Arizona State University

    Other Degrees: Oregon State University – Honors Bachelor of Science in Psychology, Chemistry Minor; Master of Science in Counseling

    Email: rcarter@venjuris.com

    Practice Areas: Intellectual Property, Internet Law, Business Law, Litigation

    Current Rate: $300/hour (as of January 1, 2023). Any work that requires me to drop-everything-and-put-out-this-fire will be billed at my “urgent” rate of $400/hour.

    What I Am Really Good At:

    • Persuasive Writing – like nasty-grams and court filings
    • Contracts, including terms of service and privacy policies – I use my past work as guidance
    • USPTO Trademark Applications – including keeping you informed throughout the process, even when the update is that there is no update
    • Explaining how the law works in plain English

    Have I Worked on Cases Exactly Like Yours?

    Please email me a summary of your situation, and I’ll let you know. If I’ve blogged or created a video about your type of legal problem, I’ve probably worked on a similar case.

    Will I Work my Ass Off for You?

    Yes.

    Do I Take Cases on Contingency?

    No.

    What About for Partial Ownership of Your Startup?

    Absolutely not.

    Can You Have Payment Plan?

    Officially, no.  In reality, probably yes.

    I get that legal work is expensive, and not everyone has thousands of dollars in their rainy day fund. In general, I don’t mind if clients pay me over time as long as they’re making consistent payments every month. The partners at the firm aren’t a fan of this, but they don’t make a fuss if you’re paying your balance down every month. You must pay your filing fees before I will file anything on your behalf.

    Few things make me feel more disrespected than clients who ghost me in paying their bill when I’ve worked my ass off for them. Additionally, I’m in an eat-what-you-kill environment. My income is directly related to my clients paying me for my work. I do not have a guaranteed salary.

    What do I Like about Being a Lawyer?

    I get to work on challenging projects, and I get to help people in a way that they often can’t do for themselves. The areas of IP and internet law are constantly evolving, and the law, at best, is barely keeping up with technology.

    How Long Do I Take to Respond to Emails?

    My goal is to respond to emails within 24 hours, 48 hours if I’m super busy. If you haven’t heard back within 72 hours, please ping me again. Your message may have gotten buried in my inbox.

    Can You Call Me?

    Unless I’ve told you to call, please don’t call me. My outgoing message says, “Don’t leave a voicemail. Send me an email instead.” If you call when I’m not expecting it, I probably won’t pick up, and here’s why:

    When I’m doing client work, I want to give the client my undivided attention. If you make my phone light up (I turned the ringer off years ago), you will distract me, and it will take me that much longer to get my focus back. Ditto for the blinking you-have-a-message light, which will turn on even if you don’t leave a message. This is the same level of attention you will get when I’m working on your case.

    Am I an Asshole?

    No. However, I regularly say that I’m not a nice person; I occasionally do nice things.

    Will I Call You Out When You’re Wrong?

    Of course. That’s my job. I will listen and validate your perspective, and then tell you how it really is. Sometimes the law doesn’t make sense.

    Do People You Respect Like Me?

    I hope so, but you’d have to ask them. About half of my clients find me through word-of-mouth referrals. I have a few testimonials on my About page, and you can always look up my recommendations on LinkedIn.

  • New Photographers: Signed Contracts Needed at the Start of Every Project

    “He Walks Dogs” by Damian Gadal from Flickr (Creative Commons License)

    I recently heard a question from a new photographer. They are new to the business and focused on building their brand and rapport with potential clients. Their question was, “Should I have a contract on hand at the beginning stages of my business?”

    My response was an emphatic: “Yes!”

    Photography Contracts: Every Job, Every Time

    A contract is a relationship management document. It puts everyone on the same page about what each side is giving and getting and sets the expectations about how each side should behave.

    I tell my photographer clients to never accept a job without a signed contract, this applies even to TFP shoots (trade for photos). Your contract should outline what the client is hiring you to do, how/when you’ll be compensated, how the client can use the images, and who owns the copyright. It should also have terms that address how problems will be resolved.

    If the Prospect Balks at a Contract

    If you have a prospective client who says they “don’t think a contract is necessary,” turn and run. This raises to red flags for me: either they don’t understand how the business works, or they have devious reasons for not wanting a contract that could bite you in the butt in the future.

    One of the best pieces of advice I got early in my career was, “You never regret the client you didn’t take.” I have had no regrets about declining a representation when a client balks at how I do business. Every time I decline one of these clients, I feel like I’ve dodged a bullet.

    Don’t Worry that Requiring a Contract will Push Clients Away

    Don’t worry about being perceived as “pushy” my holding firm that a contract is required. You can be polite and respectful while say, “This is how I do business. If you don’t want to sign a contract, that’s fine, but you won’t be working with me.”

    You set the rules for how you work with clients. If they balk at your contract (assuming it’s reasonable), they shouldn’t be your client. A reasonable client would expect you to require a contract. A person with any business acumen won’t want to work with you without one.

    Let the prospects who don’t want contracts to self-select out. If you have problems with a client at the beginning of the relationship, it’s an indicator that they will be problematic throughout the project.

    If the prospect asks for a referral to another photographer, I recommend saying, “All the reputable photographers I know won’t take on a client without a signed contract.”

    It’s Cheaper and Easier to Prevent Legal Problems than to Fix Them

    This has been proven time and time again in my legal career. When a client comes to me with a business dispute, one of my first questions is, “What does your contract say?” When my client doesn’t have a contract, I have to piece together the terms of their agreement from emails, text messages, and the parties’ actions. Often my client spends more just having me piece these things together than what it would have cost them to have a custom contract template made.

    Additionally, in a dispute, it’s much easier to create a demand letter than references the terms the other side agreed to and back them into a corner where they have to try to defend the indefensible rather than assert what the terms of the agreement are from the assembly of bits and pieces of communications and actions that the other side can more easily debate.

    Lights Camera LawsuitTM

    There’s always a need for quality legal information for photographers. That’s why I created an online course called Lights Camera Lawsuit: The Legal Side of Professional Photography to address photographers’ most important questions. I want you to feel secure in your business, confident in the way you operate day-to-day, knowing that you’ve set yourself up to get paid what your worth without incident.

    At $497, the course contains nearly six hours of legal information you can immediately apply to your business. That’s less than what I charge for two hours of legal work for clients!  

    Please subscribe for more information and to make sure you don’t miss out on any special offers or discounts.

  • GDPR Compliance: Informed Consent Required

    “Content Marketing” by Luis Osorio from Flickr (Creative Commons License)

    The General Data Protection Regulation (GDPR) is the new law aimed at protecting individuals’ privacy and their personal data. All companies that send commercial emails to any person living in the EU must comply with this law when it goes into effect on May 25, 2018 – including non-EU companies.

    If you collect or process personal data from any natural person residing in the EU, the GDPR requires you obtain the person’s specific, informed consent that unambiguously indicates the person’s wishes or it must be given by a clear affirmative action.

    When you collect a natural person’s (aka data subject’s) personal data, the GDPR requires you to do the following:

    • It must be done lawfully, fairly, and with transparency.
    • Data must be collected for a specific, explicit, and legitimate purpose.
    • The data collected must be limited to the data necessary for the purposes for which it will be processed.
    • You must erase or rectify inaccurate data without delay.
    • You must keep the data for a period that is no longer than necessary for the purpose for which it will be used.
    • You must protect the data subjects’ personal data with appropriate security measures.

    Requiring specific informed consent, means you can’t hide the consent information in your terms of service. The data subject has to know what they’re signing up for and give their explicit consent to use their data. If you give people who visit your website the option to add themselves to your mailing list, that, since you won’t know where they live (especially if all they’re providing you is a name and email address), the sign-up form should comply with the GDPR requirements.

    I suspect it also means that dropping your card in the bowl to try to win an iPad at a booth and a conference won’t be sufficient to establish explicit consent to add a person to your email list unless there’s verbiage adjacent to the bowl that doing so is a clear affirmative action of consent. Hmm . . . perhaps event organizers who have EU attendees should provide their expo vendors information about obtaining consent under GDPR.

    If you want more information about GDPR, please watch this site and my YouTube channel because I’m creating a substantial amount of content on this topic. You can also send me an email (Note: I can’t give advice to non-clients). I use my mailing list to I share my thoughts about being a lawyer/entrepreneur, updates about projects I’m working on, upcoming speaking engagements, and I may provide information about products, services, and discounts. Please add yourself if you’re interested.

    You can also connect with me on TwitterFacebookYouTube, or LinkedIn.

  • Ultrasabers v. Phoenix Comicon | Contracts Matter

    Lightsabers Long Exposure by Brian Neudorff from Flickr (Creative Commons License)

    Phoenix Comicon nearly started with a bang – literally. On the first day of the con, Mathew Sterling, arrived at the Phoenix Convention Center with a loaded shotgun, three handguns, and knives, allegedly intending to kill actor Jason David Frank and police officers. He was arrested and charged with attempted murder.

    Following this incident, Phoenix Comicon changed its rule for the event and banned all prop weapons. Likewise, it instructed vendors who sell prop weapons to wrap them when completing a sale. This is where the problems between Ultrasabers and Phoenix Comicon began.

    Ultrasabers sells replica lightsabers and was a repeat vendor at Phoenix Comicon. There was a dispute between the two, resulting in Phoenix Comicon demanding that Ultrasabers pack up their booth and vacate the premises on the Friday night of the con. It’s unclear exactly what transpired between these two companies. Ultrasabers and Phoenix Comicon each released a statement about this matter.

    As a lawyer, one of my first thoughts when I heard about this situation was, “This is why contracts matter.” For full disclosure: I don’t represent either party in this matter. I didn’t write this vendor contract. I haven’t even seen it. I’m just an outsider looking in.

    Contracts don’t exist for when things go right. Contracts exist for when things go wrong. A contract is a relationship management document; it helps prevent and/or solve problems between people in a relationship. It’s imperative that contracts are written with a thorough scope, and that the recipient review it thoughtfully before signing it, because if things take a downward turn, the contract will be the roadmap you rely on to achieve a resolution. Whenever a client or prospective client comes to me with a contract dispute, one of the first questions I ask is, “What does your contract say?” Footnote: The most common response I get to this question is, “We didn’t have one.”

    In regards to Ultrasabers v. Phoenix Comicon, I don’t know what actually happened between the two or whether this situation is resolved at this point. I hope this issue was a reminder, or perhaps a wake-up call, to people who participate as a vendor or performer to read their contracts carefully before signing them. If you sign a contract and you later regret it, there may be nothing you can do to change the rules of that relationship at that point.

    If you have questions about your contract needs, you can contact me directly or connect with me on TwitterFacebookYouTube, or LinkedIn. You can also get access to more exclusive content that is available only to people on my mailing list, by subscribing here.

  • Time is Scarcest Commodity of Entrepreneurship

    Shadow by Martin Lopatka from Flickr (Creative Commons License)

    Being an entrepreneur is one the most challenging and rewarding things I’ve done in my life. I have almost total autonomy over the type of work I do, and I get to hand-pick my clients. I get to write books, speak at conferences all over the world, and develop new products. Although my work allows me to be involved in creative projects, the one thing I can’t create is more time.

    As an entrepreneur, I feel like I’m constantly running against the clock. There are only so many hours in the day, and every time I accept an invitation to an event or take on a new project, there are other opportunities I have to decline. I’ve also learned that I have to allow enough time to do basic things like rest; otherwise, I’ll get overwhelmed, short circuit my system, and crash-and-burn where I’ll need several days to recoup.

    The older I get and the more complex my projects get, the more selfish I’ve become with my time. I’m grateful to have a receptionist who screens my calls and makes people contact me via email to set up appointments. The reason for this is simple: when it’s your turn, you’ll get my undivided attention; when it’s not your turn, you don’t get to distract me from my work. Every distraction is a potential delay. So, the fewer distractions, the more I can get done, and the more people I can help in the long run.

    One of the biggest frustrations I have to deal with is people who waste my time, especially when I’ve set aside time for them, or worse, arranged my entire day around the expectation that they would meet a deadline or arrive for an appointment. I often run a “tight ship” when it comes to my schedule, so a delay can throw off the rest of the day. I’ll have to rearrange my calendar – and often not just for that day – and if I get angry on top of it, that can be really hard to shake off.

    I had such an experience recently – a contractor working on my condo was more than an hour late for our appointment. He was supposed to arrive between 8:30 A.M. and 9:30 A.M. – and he didn’t show up until 10:30 A.M., and he didn’t call. While I waited for him, I channeled my frustrated energy into drafting a contract template where the parties agree to respect the other’s time and the penalty for wasting my time is paying me (at my hourly rate) for the time they wasted. (Yes, I had another lawyer put a set of eyeballs on this contract to verify it was legally sound. He said he was going to steal it to use in his life.)

    This is a contract I want to use with all service providers moving forward. I wrote it to put everyone on the same page from the beginning of the professional relationship, where both sides commit to being on time for the other person. They acknowledge that I’m an entrepreneur, and as such, when they waste my time, they interfere with my ability to make a living.

    This agreement is not as bitchy as it may sound on its face. I have to commit to following their policies for scheduling and rescheduling appointments too, and there are allowance for some delays – hitting every red light, etc. If it’s a situation where insurance is involved, it requires them to let me know two hours before my appointment time if there are any issues with getting the right approvals, so I’m in the loop, and perhaps it’s something a call from me can rectify.

    Besides augmenting my service contracts with this mutual agreement to respect the other’s time, I want to bring the Law of Two Feet back into my life with a vengeance. If my needs aren’t being met wherever I am, or in whatever I’m doing, I have permission to peace out and do something different. It’s been a while since I’ve walked out of a meeting, but it’s something I may have to start doing more often.

    One of the things I love about writing contracts is they can be customized for your needs (as long as the terms are legal). If you’re interested in getting a custom contract, you can contact me directly or a business lawyer in your community. I regularly post about legal issues impacting entrepreneurs on TwitterFacebookYouTube, and LinkedIn. You can also get access to more exclusive content that is available only to people on my mailing list, by subscribing here.

  • How to Move an LLC to Arizona

    New Aduafruit Office - Moving In by Becky Stern from Flickr (Creative Commons License)
    New Aduafruit Office – Moving In by Becky Stern from Flickr (Creative Commons License)

    It’s not uncommon for people to move from state to another. If you’re a business owner with an LLC, you have to deal with the question of if and how you should move your business to your new state.  There are four main ways to move an LLC to a new state.

    Option #1: Maintain your LLC in your Old State and Register as a Foreign LLC in your New State.
    This is a particularly good option if you plan to continue doing business in both your old state and your new state.  You will have to file state taxes in both states and you may have to file an annual report in your old state. (Arizona LLCs don’t have to file annual reports with the Arizona Corporation Commission.)

    Option #2: Close your LLC in your Old State and Open a New LLC in your New State.
    You’ll have to dissolve and liquidate your old LLC and start a brand new LLC in your new state. Filing paperwork for an Arizona LLC is fairly straight-forward, but a bit redundant to put the same information on each of the forms. If you have a single-owner LLC, the process mainly involves closing the bank accounts for the old LLC, filing the proper paperwork with your old state, filing the old LLCs final taxes and starting anew by filing LLC paperwork in your new state and opening new accounts for the new LLC.

    Option #3: Create an LLC in your New State and have each Member Transfer their Ownership Interest from the Old LLC to the New LLC.
    LLCs are owned by Members. (I encourage all my clients to create manager-managed LLCs where every manager is a member but not every member is a manager). Each member owns a portion of the business and they can use what they own from the old LLC to essentially buy-in to the new LLC. This should be accomplished with contracts. Talk with your accountant about any tax implications in doing this and whether a business valuation should occur on the old LLC before the transfer occurs.

    Option #4: Create an LLC in your New State and Merge it with the Old LLC.
    If you merge two LLCs, the IRS considers it a continuation of the old LLC and allows you to keep the same EIN. You must create a plan of merger and each LLC must vote to approve the merger based on the LLC’s operating agreement or that state’s laws. If the merger is approved, you must file an Articles of Merger with the new state’s corporation commission.

    The Arizona Corporation Commission does not have a form for Articles of Merger. You must create a document that complies with the state’s LLC merger laws along with the Commission’s cover sheet and pay the $50 filing fee ($85 for expedited filings). Before you proceed with the merger, discuss your plans with your accountant to understand the tax implications for each member.

    If your business plans involve moving to a new state, discuss your plans with your accountant and lawyer to determine what the best course of action is for you. Even if you have a business that solely exists online, there may be good reasons to move your business to your new state.

    If you’re planning to move your LLC to or from Arizona, please contact me to discuss you options for making it an easy transitions. You can also connect with me on TwitterGoogle+FacebookYouTubeLinkedIn, and you can subscribe to the Carter Law Firm newsletter.
    Please visit my homepage for more information about Carter Law Firm.

  • Networking Should Be Fun

    The Other Side of the Trampoline by Peter Werkman from Flickr
    The Other Side of the Trampoline by Peter Werkman from Flickr

    If you’re a business owner, networking is part of your job. It’s a significant part of my job. I attend two to four events to shake hands and kiss babies every week. My goal at each of these events is to make connections and build relationships with other professionals in my community.

    Because my goal is to create relationships, I prefer to network in smaller groups and one-on-one than at large networking events. Larger events tend to be loud, crowded, and you never know who you’re going to meet. You may meet some interesting people at these events but it also feels like it would be easier to find a needle in a haystack than to find the people you really want to meet. I prefer personalized introductions and specialized networking events like those geared towards entrepreneurs, social media professionals, local business owners, artists, and my fellow legal eagles.

    Most of the time, a networking meeting involves meeting for coffee. Coffee is fine, especially from awesome independent shops like Luci’s and Lux. (The last cup of coffee I had at a Starbucks was so vile it made me never want to go there again.) I’ve networked so much that I’m a little coffeed out and I’m looking to change it up a bit.

    I’m a big believer that if you don’t love your job, you should change it. In that spirit, I want to make networking more fun. Networking is really about making connections by sharing information and ideas between people. The location is simply the forum. So why not make it a fun-based experience?

    I recently invited my email list to meet me for ice cream (ICE KREM!) instead of coffee this summer. Come on – it’s freakishly hot in Phoenix. We should have something refreshing. Besides ice cream, I’d love to network over a game of cards or Skip-Bo. For people who are a more adventurous we could go bowling or hit my favorite trampoline playground. I would be happy to meet with people before attending a book signing at Changing Hands or a movie screening by the AZ Tech Council or wander around the Phoenix Art Museum on a Wednesday night when it’s open to the public for free.

    When the weather cools down, I think it would be fun to meet people while feeding the fish at the Japanese Friendship Garden, wandering around First Friday, or taking our dogs to the dog park.

    So, if you are a professional networker who wants to kick the experience up a notch and you work in the same circles as me, drop me a line. Of course, if I find you unbearable or you hit me with a hard sell, I will assume you don’t understand the real purpose of networking and invoke the Law of Two Feet.

    You can connect with me on TwitterGoogle+FacebookYouTubeLinkedIn, or you can email me. You can also subscribe to the Carter Law Firm newsletter.
    Please visit my homepage for more information about Carter Law Firm.

  • How To Trademark a Business Name

    Can programming language names be trademarks? by opensourceway from Flickr
    Can programming language names be trademarks? by opensourceway from Flickr

    Last week a friend asked me if a business could trademark their name. Anyone who’s spent much time with me knows that the answer to every legal question is “It depends.” In this case it depends on whether your business name is trademarkable and if anyone else had claimed the same or a similar name for your category of goods or services.

    When you start a business, check the U.S. Patent and Trademark Office (USPTO) database to see if anyone has registered the name you want to use (or a similar one) for selling the same goods and services as you. If someone’s already using the name you want, you will likely be infringing on their trademark rights if you use the name on your products. They could force you to change your name and rebrand if you use the name that someone’s already registered. If you were using the business name on your products and someone registers the name before you, you’ll be in the Burger King situation where you can keep using your name, but only in your established market.

    Once you establish that your desired name hasn’t been registered by someone else, you have to look at whether the name you want is trademarkable. Not every business or product name can be a registered trademark. Here are the five types of trademarks.

    1. Fanciful Marks: Fanciful marks are words that didn’t exist before you stuck it on your products. Examples include Exxon and Kodak. These marks can be registered with the USPTO main registry.

    2. Arbitrary Marks: Arbitrary marks are words in real life, but they are stuck on a product that has no connection to the word. For example, the mark “Apple” for computers, cell phones, and digital music players is an arbitrary mark. The fruit has nothing to do with digital machines and gadgets. These marks can be registered with the USPTO main registry.

    3. Suggestive Marks: Suggestive marks are marks where if you think about it, you can make a connection between the mark and the product. “Playboy” as a mark for a men’s magazine is a suggestive mark. These marks can be registered with the USPTO main registry. It’s sometimes hard to discern the difference between suggestive and descriptive marks.

    4. Descriptive Marks: Descriptive marks merely describe the product. This includes businesses where the owner names the business after themselves. These marks can be registered on the USPTO main registry after they’ve established “acquired distinctiveness,” which usually means you’ve been using the mark for five years.

    5. Generic Marks: Generic marks are the name of the products themselves. It would be if you had an apple orchard and wanted to sell your apples using the mark “Apples.” If the USPTO let you register that mark, no other apple farmers could call their apples “apples” without infringing on your trademark rights. Generic marks can never be registered with the USPTO.

    This video may help. You can watch it below or see it here.

    If you want to know if your business name can be your trademark and the risks and rewards surrounding registering your mark, contact a trademark attorney in your community.

    You can connect with me on TwitterGoogle+FacebookYouTubeLinkedIn, or you can email me.
    You can also subscribe to the Carter Law Firm newsletter.
    Please visit my homepage for more information about Carter Law Firm.

  • Reddit’s New Privacy Policy – How Terms of Service Should Be Written

    Startup Schwag Bag #2 by homard.net
    Startup Schwag Bag #2 by homard.net from Flickr

    Are you on Reddit? I love Reddit. It’s a great way to connect with the various online communities that matter to you.

    Reddit recently announced that its new privacy policy is going into effect on May 15th. You can read the text of the policy here. Seriously, go read it.

    What I love about this policy is how simply it is written. It’s straightforward, well organized, and written in English – not legalese. It’s a policy that Joe Average people can read and understand how the site will use their information. I appreciate that Reddit even said that they want their users to read and understand their policies.

    Reddit’s approach should be the standard way that lawyers write a company’s terms of service for their clients’ websites. They should be simple, direct, and be organized in a way that it’s easy for users to understand the site’s rules. They don’t need to be excessively long or use words that no one uses in real life.

    A website’s terms of service is a contract between the site’s owners and its users. If you disagree with a site’s terms, don’t use the site. It’s important when you join a website where you will be interacting with others or posting content that you understand your dos and don’ts as well as what the site can do with your information and anything you post.

    Some people think it’s ok to simply take another website’s terms of service, change the name of the company to their own, and slap it on their website. This is asking for trouble, especially if you don’t understand the terms that you’re copying. You may be creating rules for your users that you don’t want in place. Reading other website’s terms of service is a good place to get ideas if you want to try to draft your own, but it shouldn’t be a substitute for making sure your terms of service reflect your individual or company’s needs. You never know who draft the terms you’re copying.

    I love drafting custom website terms of service. I get to combine my client’s needs with what the law allows and come up with a document (in English) that will work for them. I know it sounds boring to some people, but to me it’s like a big puzzle that I get to figure out.

    If you operate a website where users get to post content or interact with each other, please make sure you have a solid set of terms of service that fits your needs. If you can’t afford to hire an attorney to draft your terms of service from scratch, at least have one to review your terms of service or pay for a consultation to discuss what your provisions should be in your terms of service.

    You can also subscribe to the Carter Law Firm newsletter.
    You can connect with me on TwitterGoogle+FacebookYouTubeLinkedIn, or you can email me.
    Please visit my homepage for more information about Carter Law Firm.