After a buyout, can a company legally continue to use old testimonials? US general law. I'm curious... Company [A] is in the digital services industry and has been in business for a decade. During their operations they receive many rave testimonials/reviews about their service. &quot;[A] has been exceptionally responsive... &quot;[A] is great&quot;.. etc. Company [B] then buys out Company [A] and assumes all operations. However, the the name and/or branding does not change after the buyout. To customers, everything still looks like it is Company [A] and no visible transfer of services has occurred. Although the services are now entirely under the operations of Company [B]. Company [B] continues, for many years, to use testimonials/reviews related to the performance of the original Company [A]. Testimonials/reviews are in no way related to the performance of Company [B], under the guise of Company [A]. Company [A] technically no longer exists, rather it is Company [B] doing business as Company [A]. Can Company [B] continue to use testimonials/reviews originally referencing the performance of Company [A]? Are the testimonials/review permitted merely because the visible &quot;face&quot; of the company hasn't changed? Even if the entire backend operations have?
After a buyout, can a company legally continue to use old testimonials? Yes. What you describe would not suffice for a finding of false and misleading practices. For purposes of pricing the acquisition, it is most likely that company's A prestige was factored in. After all, as Kaspersky Lab, Inc. v. US Dept. of Homeland Sec., 909 F.3d 446, 461 (2018) points out, &quot;reputation is an asset that companies cultivate, manage, and monetize&quot;. As company A has --or could have-- monetized its reputation via the acquisition price, it would be inconsistent to preclude company B from using an asset for which it paid.
I did not write "confidential" on my letter, but I assumed a business proposal is automatically considered as a confidential material. An incorrect assumption unfortunately. Unless you have a confidentiality agreement (NDA) with the first company, they and their agents are not under any legal obligation to keep information you share with them confidential. How is the legal situation here? There is none on your side. You lied about a direct question asked and were caught in the lie. Company A had no obligation to keep what you sent confidential. Even if they did, that may not (depending on how the confidentiality agreement is worded) keep the employee of company A stating that they had received the same proposal. Chalk this one up to a lesson on confidentiality and honesty in business. There are no reasonable assumptions of confidentiality in business unless you specifically state that they are confidential or are provided as part of a confidentiality agreement.
Of course you have to follow the license. You seem to have a license that doesn't allow distribution and want to know if giving copies to the Dutch or Chinese branch of your company is distribution. First, you should not make that decision. Your company's lawyers should do that. Second, such distribution is with some licenses perfectly legal if you distribute the software with source code. That's a business decision which you or your manager or his/her manager... can make. Such questions (whether giving a copy to your Dutch branch is distribution) often don't have an answer that is yes or no but maybe - if you went to court, would a judge say that it is distribution? The answer is quite clearly "maybe". So unless you can find a safe way, there is a risk. Again, your lawyers will assess the risk.
The terms transfer IP rights only for the New IP, meaning that Customer would own the new stuff. Developer will still own their old stuff, but Customer will have the right to use the old stuff, depending on the license terms. If the license is as in your link, then it is forever (but this is a stub, so I assume that the license will be more specific and possibly restrictive). You retain all your rights to old stuff, customer will not pay royalties for the old stuff, and they can transfer or extend the license, or part of the license, to others.
The company continues to own all its assets australia The appointment of a liquidator to does not change what the company owns - it just changes who is in control (the liquidator rather than the directors) and the purpose for which it is being run (realisation of assets for the benefit of creditors rather than as a going concern for the benefit of shareholders). The laptop still belongs to the company. The liquidator's job is to sell all commercially realisable assets and distribute the proceeds to the creditors. When they have done that (which can take years), they get a release from the court, and the company is deregistered 3 months later. Any assets of a deregistered company belong to the shareholders. A 3-year-old laptop is not a commercially realisable asset, so it's not something a liquidator would be interested in. You could tell the liquidator you have it, and they are welcome to collect it at any reasonable time. They will probably say, &quot;keep it.&quot;
One can certainly remove a trademark from an item that one owns, whether it be a car, cell phone, blender, or computer. Using some other firm's mark would not be trademark infringement if one did not try to sell the item. If the logo was complex enough to be protectable by copyright, copying it might be copyright infringement, but for such personal use it might fall under an exception to copyright, depending on the country. In any case a copyright infringement suit in such a case seems unlikely. For a car, registration is generally required, and must accurately specify the make and model. The same is true for insurance coverage, a falsely stated make or model would be fraud. If one were to sell the &quot;rebranded&quot; item, one would have to make the situation clear to any potential buyer, otherwise this might be some form of fraud.
It is not clear from your question whether you intend to make use of the Yelp API to display Yelp ratings on your own website. You ask: So is my idea fair use of these websites data or is not because of the TOS? The ToS is not for Yelp data, it is for the Yelp API. The ToS will only apply to you if you agree to it. However, if you agree to the ToS for the API, fair use is irrelevant. The ToS is a legally binding contract that trumps fair use. You also brings up Google's display of Yelp stars. This display is not based on the Google using the Yelp API, but on Yelp opting in on a mechansim created by Google called Rich Snippets. Returning to Yelp ToS, it is clear that its purpose is permit re-use of their "ratings, reviews, photos" etc. by to promote your own Yelp-rated business. Also what they clearly do not allow you do do, is to build a competitor to Yelp. Since your planned restaurant rating site would compete with Yelp, you will not be able to use the Yelp API to get the data. What if you didn't use the Yelp API, but simply scraped their site - would fair use apply? What constitutes fair use in borderline cases such as yours is mainly decided by case law. Case law differs from jurisdiction to jurisdiction. My general impression is that it is not fair use if the use is commercial in nature (i.e. you create something intended to directly compete with the site you scrape the data from) and your product or service does not communicate something new and different from the original or expands its utility. As always: If you want specific advice, hire a lawyer.
This question has been addressed directly, with very similar facts, by the federal courts, and the answer, based on those decisions, is: Maybe. The most famous case in this area is Mirage Editions v. Albuquerque A.R.T. Co., 856 F.2d 1341 (9th Cir. 1988). In that case, the defendant had bought a copy of plaintiff's art book, cut out the pages, and affixed them to ceramic tiles, which it sold. The defendant relied on the first sale doctrine, codified in 17 U.S.C. 109. The first sale doctrine says that if you own a copy of a copyrighted work, you can resell it without the copyright holder's permission. The plaintiff argued that, by altering the original artwork, the defendant had created a new derivative work. The first sale doctrine gives you the right to sell the book to someone else, but not the right to create derivative works, whether by writing and publishing an unauthorized sequel or, they argued, cutting and pasting and tiling and kilning the physical pages. The Mirage Editions court agreed with the plaintiff that the tiles were a derivative work outside the scope of the first sale doctrine, and therefore the defendants had infringed the plaintiffs' copyrights. However, other courts faced with similar facts have disagreed, and to date I'm not aware of any Supreme Court decision resolving the issue. The bottom line is: you are allowed to sell what you bought; you aren't allowed to transform it into something new and sell that. Where the line gets drawn is muddy and likely to remain so at least until the Supreme Court addresses the issue.