Why are residents of particular states barred from being Amazon affiliates? Amazon's affiliate operating agreement contains the following clause: In addition, if at any time following your enrollment in the Program you become a resident of Arkansas, Louisiana, Maine, Missouri, Rhode Island, or Vermont, you will become ineligible to participate in the Program, and this Operating Agreement will automatically terminate, on the date you establish residency in that state. Why would they be excluding these particular states from participation?
These states have relevant (offending) sales tax laws. Amazon has no physical presence in Louisiana, but Louisiana recently passed HB30 which requires businesses with in-state affiliates (p3 line 25) to remit sales tax, by redefining &quot;physical presence&quot; which is a requirement for collecting sales tax (Quill Corporation v. North Dakota 504 US 298). Similar laws exist in these states. It does collect sales tax in Kansas, Kentucky, New York, North Dakota and Washington since it has a real physical presence in these states.
The rule you are alluding to with respect to a television set is called the "first sale doctrine" which basically prohibits copyright and trademark owners from limiting the ability of a buyer of a good (like a CD or authorized logo T-Shirt) protected by copyright or trademark, from limiting further sales of that good (or the manner in which the good is used by its new owner) after a first retail sale of the good with copyright or trademark protections. This doctrine was derived from an old common law rule that invalidated "restraints on alienation" of property other than intellectual property on public policy grounds, and like the "restrain on alienation" rule for tangible property, the first sale doctrine that applies to intellectual property was also (at least originally) a court created common law rule. But Minecraft isn't, conceptually, a good. It is a continuing service provided over the Internet, and firms that provide continuing services on a licensed basis, as Minecraft does, can impose terms of service (a.k.a. an "end user license agreement" a.k.a. EULA) which must be complied with in order for users to be allowed to continue to utilize the service. So, its prohibition on exchanges of things of real world value for things of game value, except as the terms of service authorize, is permitted. A user of Minecraft is more analogous legally to someone skating at an ice rink than to someone who buys a CD or book. If you buy a ticket to skate at an ice rink, the people granting you the license to use the ice rink have the right to set rules governing how you utilize that service, and to terminate your license if you don't follow the rules (e.g. by skating in the wrong direction at the wrong time). Indeed, a ticket to an event is also known in legal parlance as a form of "license" just like a EULA, and licenses to use real property are the origin of the body of law that now governs the licensing of intangible intellectual property. A Minecraft license isn't something that you own (even if you have a license of unlimited duration), it is a qualified and limited right to use something that someone else owns, that you aren't allowed to purchase, but you are allowed to use on the owner's terms. How can they enforce servers to follow that rule if the server's are not using Mojang's proprietary software. The EULA or TOS obligation in the Minecraft business model is enforceable because Minecraft isn't in the business of selling proprietary software, even though it does do that. Minecraft is in the business of licensing access to data and online resources. The EULA regulates your access to the data on servers, and the computing power of those servers, not your ownership of an app which facilitates your use of the licensed services. And, while there are various contractual remedies for violating a EULA, the most basic one is a self-help remedy: to cut you off from your ability to use the service if you violate the owner's rules. Indeed, at least heuristically, the easiest way to distinguish an intellectual property good, which is subject to the first sale doctrine, from an intellectual property service, which can be licensed pursuant to a EULA, is whether, as a practical matter, the firm distributing the intellectual property has a practical ability to deny you service going forward without resort to the courts. If the owner of the intellectual property has no practical ability to do that, the intellectual property being distributed will probably be classified as a good and be subject to the first sale doctrine. But, if the owner of the intellectual property has the practical ability to cut you off from the intellectual property being distributed without resort to the courts, the intellectual property being distributed will probably be classified as a service, which is not subject to the first sale doctrine and may be licensed.
Although the USA don't like it, there's a department called INTERPOL which is composed by about 150 countries. When a crime is committed and you need to involve another country to solve it, the sovereignty of each County prevents a police officer from one country acting upon another country. That's when the INTERPOL comes in. They usually requests the police from that country to act up. A judge from that country will grant their local police access to the data to be delivered to the country that requested it. Can the police get a search warrant for data 'in the cloud'? Yes. If the servers are located within the boundaries of your own country, it's a normal procedure. But like the above answer states, it's easier to subpoena the records than to execute a search warrant. In a subpoena, the company itself is bound to provide everything the police asks. Can the police get a search warrant for such third party systems? Yes. If there's enough probable cause, the investigation can lead to allow the police to try and discover files that are held by servers that store the cloud data. But if the servers are located outside the country and the company does not have any office opened in the country, a search warrant won't have validity in another jurisdiction and the police can't act without breaking the sovereignty principle. That's where the INTERPOL services are handy. The department is built in the principle of polices from different countries helping each other. The downside is that it's too bureaucratic and it takes a lot of time. For instance if he has a virtual machine hosted by Amazon, would they serve the warrant on Amazon, or on the suspect? Like mentioned by @Viktor, if the company has an office within the bounds of your country, it's easier to subpoena the records because that way the company will filter and provide only the data linked to the suspect being investigated. That is, the subpoena will have both the name of the company (Amazon) and the name of the Suspect, so the company can provide only the necessary files. Update If the police lack sufficient evidence for a search warrant, but an interpol country was, for some reason, willing to work with the police to collect and provide that information would they be able to use it even if they wouldn't have been able to subpoena a US country? Hypothetically speaking, I see your follow-up as a company that do have a local office and the Federal Police was turned down by a judge on a warrant/subpoena. In that case, there's no reason for another's country police to act on their own country. The suspect is a foreign suspect, the crime is a foreign crime and the police has no reason to work on it. But for the sake of argument, let's say that the local police was turned down by a judge for lack of evidence or something and the suspect has been investigated by a foreign country or whatever. If the information that the local police desires to obtain is available through the INTERPOL, it's most likely to be accepted since it's a data stored by an international police department. In your scenario, the foreign police was granted a legal right to search and collected the data for legal purpose. Maybe they can't use it in their own country, but since they followed a safe chain of custody and provided the information to the INTERPOL, that information has legal validity and it is not fruit of the poisonous tree if the chain of custody was maintained.
why do they sometimes specify the federal law as well as the state/provincial law? Isn't it redundant? Not necessarily. The contract might be entered and/or performed in a different country, whence mentioning only the Canadian provincial law does not override the other country's federal law (or that country's &quot;supra-provincial&quot; equivalent). Mentioning Canadian federal law removes --at least on paper-- the ambiguity of which law applies for matters beyond the scope of Canadian provincial law. In such scenarios, portions or the entirety of the provision might be null and void. For instance, an employment contract might establish waivers which are void or perhaps even unlawful under the legislation of that other country. Please note that in general a copy/paste of sample clauses is strongly discouraged unless the parties fully understand their meaning and implications.
It depends on the state. In some states the Secretary of State holds the records for business entities and in others, such as Arizona, it's an organization known as the Arizona Corporation Commission. Regardless of the state's organization that keeps the information, one of the pieces of information you will find when you look at a company's records is the "registered agent", "resident agent" or "statutory agent." The agent, whether a person or a representative corporation, must be located within the state where business is conducted. That agent is who or what gets served with papers for a lawsuit. Here's a good explanation at legalzoom. A personal example that may help: I am an owner in a business that does business in Louisiana and Arizona. Our LLC is registered in Louisiana and is registered as a "foreign corporation" in Arizona. However, we are required to have a registered agent in each state. We pay a company to act as our registered agent in each state and the registered agent has a physical address in each state in which we are registered. If someone wants to sue my company then they can look up the name of my company in either state and will find my registered agent along with the registered agent's physical address. Service to the registered agent counts as service to my company. The agent will forward to me any service which is made to them. EDIT: if you don't known the name of the entity, i.e., the name on the door of the business does not represent the name of the company, then you need to find the "doing business as," or DBA record of the company. I don't know what state you're in but all the states in which I've done business maintain a "Doing Business As" system that can be searched. I guess it's possible that you're in a state that doesn't maintain DBA filings or require them. Typically, you can search either way - search by owner or search by the DBA name. Some states, such as Arizona, record DBA names at the county level. I've seen some states allow searching by address also.
You may want to select a state where you have some sort of presence. According to this article, personal jurisdiction can be waived, but subject matter jurisdiction can not, and "for pragmatic reasons some states deny subject-matter jurisdiction to specific claims, such as those arising in other states". In other words, if nothing about you, the other party, or the case has any relation to the state, the court doesn't necessarily have to listen to the case. And if that happens, the provision about them submitting to the jurisdiction is worthless. Beyond that, are you OK with going to court in the location you select? Do you know whether all your terms and conditions are valid in that location? Do you know whether one place or another has more favorable interpretations of the laws, or more favorable local rules, when it comes to the types of disputes you are likely to have? You probably want a lawyer to help you decide.
It sounds like you may be conflating ownership and control. It's very common for an affiliate to have a contract with the parent company. These terms can be very detailed - it may give the parent company the right to sell the affiliates widgets, but not sprockets (as those are sold by another parent company). As such, you can't really measure &quot;control&quot; as a simple percentage. So, when the parent is selling widgets, it can reasonably claim control over its affiliate. The buyer does not need to know the exact terms governing the relation between parent and affiliate.
First - do it all with an operating agreement in writing; always - no exceptions! Second - what you are describing in fairly simple for any competent lawyer to draft. The voting section of the operating agreement needs to include a provision stating something to the effect that until a Trigger Event occurs, Big Member will have 90% of the voting power of all membership interests; following the Trigger Event, Big Member and Little Member (assuming no other members join the LLC in the interim) will each own 50% of the voting power. The operating agreement (including this provision) is executed at the inception of the LLC, and will be self-executing, that is - when the trigger Event occurs, voting power should automatically shift without the need for any additional action. Have your lawyer make sure there's no hitch in the applicable state LLC law; that equity interests don't shift on the Trigger Event (that would cause tax problems) and, of course, don't forget to (very clearly) define the Trigger Event....