Protecting a SaaS start-up's IP and brand before fundraising: SaaS agreement, usage policy and trade marks

At a glance

A young SaaS company preparing to raise funds wanted to make sure its software and brand were legally protected first. We drafted a bespoke SaaS agreement, an acceptable use policy setting the rules for users, and registered the company's trade marks.

The client and the objective

Investors look at what a start-up owns and how it protects it. The client had two concerns: protecting the software it had developed and the terms on which customers use it, and protecting its brand.

The deal

• A bespoke SaaS agreement governing customers' access to the software.
• An acceptable use policy setting out how the platform may and may not be used.
• Trade mark registrations for the brand.

Key legal issues and how we solved them

Protecting the code

A SaaS agreement gives customers a right to use the software, not to own it. Drafting it around the client's actual product made clear that the IP stays with the company, and set the commercial terms on which it earns revenue.

Rules for users

An acceptable use policy sets out what users may not do on the platform. It protects the business if a user misuses the service and supports trust in the product.

Protecting the brand

An unregistered brand is hard to protect. Registering the trade marks gave the company enforceable rights in its name and made the brand an asset investors could value.

Outcome

The company went into its fundraising with its software, customer terms and brand protected.

What this deal shows

• Sort out IP protection before approaching investors; they will ask.
• A SaaS agreement should be drafted around the product, not copied from a template.
• Register the trade marks early, before someone else uses the name.