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Throughout law school, I heard my classmates say they chose to become attorneys because they don’t like (or aren’t good at) math or science. I find that interesting because writing a contract (at least, a good one) requires the same thought processes, analysis, and structure as writing software code.

One of the fundamental principles of software design is abstraction. As much as possible, a good developer tries to find commonly used code and abstract it out to prevent repetition. In turn, this abstraction leads to software with fewer errors that is also much easier to maintain. Good attorneys also use this abstraction principle to create robust contracts.


 
 
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Many people do not take the Terms of Use (also called Terms of Service or Terms and Conditions) very seriously. The agreement can be many pages long and usually doesn’t even require the user to expressly accept its terms. So most people don’t even read them…but, in most cases, your use of the mobile app or website, is construed as your agreement to these terms (which can change at any time, by the way) and they constitute a legally binding agreement between the provider of the software and the user. 

You got that, right? When you are using a mobile app, you are “signing” a contract with the app provider.


 
 
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So, what is a double-sided marketplace (or, a two-sided marketplace)? We use these marketplaces every day but most people have never heard this term. A double-sided marketplace is essentially a marketplace that brings together two categories of users who need each other to be successful. One of the most familiar examples is Uber®. Uber requires both drivers and passengers; otherwise it would not be a business. Other examples include matchmaking businesses such as Match®, business review platforms such as Yelp®, and sites like eBay® that bring together buyers and sellers.

These double-sided marketplaces are especially prevalent in the mobile app world but these marketplaces have an unusual legal risk associated with them. This risk revolves around the lack of control over the users.


 
 
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Software as a Service, or SaaS, as it is more commonly known, is a method for delivering software through an internet browser. The user simply types in a URL and then enters a username and password to access the program. This delivery model is very different from a licensing scheme where the user downloads the software from the internet or goes to Best Buy® and buys it off the shelf before installing it onto her own personal computer or company server. There are many benefits to SaaS, such as access from any internet-enabled device, scalability to many users, and automatic upgrades, but along with these conveniences comes a unique set of liability and content ownership issues. Most of the issues stem from the fact that because the software is not installed on the user’s own server, it is not within the user’s direct control.