Is a B2B blacklist legal We have a business client who is a non-payer and we've had enough. Is it legal to share details of this non-paying business to other businesses like mine? It wasn't mentioned anywhere in the contract that we'd share any info about them or the money owed etc.
Yes. This is legal. The only possible liability for a truthful and accurate disclosure of fact is a defamation action (in the absence of a privacy clause in the contract) and this is truthful so it would not violate anyone's legal rights. Credit reporting agencies routinely collect such information and court actions to collect unpaid debts are also a matter of public record. Credit reporting agencies in this business also have some additional obligations (such as the obligation to remove an entry after a period of time and an obligation to present rebuttal statements from the person affected). But, you should understand that merely publicly sharing truthful information about a factual matter is not really what a "blacklist" means. Normally, a blacklist includes an implied understanding that certain actions will be taken as a result of placement on the list rather than merely sharing information for what it is worth. An example of a law prohibiting a true blacklist from Colorado is the following: § 8-2-110. Unlawful to publish blacklist No corporation, company, or individual shall blacklist, or publish, or cause to be blacklisted or published any employee, mechanic, or laborer discharged by such corporation, company, or individual, with the intent and for the purpose of preventing such employee, mechanic, or laborer from engaging in or securing similar or other employment from any other corporation, company, or individual. Incidentally, I'm not convinced that the statute would be constitutional if enforced under modern First Amendment jurisprudence, although one U.S. District court case from 1971 did uphold its validity in the face of a somewhat different kind of challenge. Resident Participation, Inc. v. Love, 322 F. Supp. 1100 (D. Colo. 1971).
Well, as always, the answer is &quot;it depends&quot;. It isn't illegal per se. If both parties agree, it's good business. You get paid for the work of compiling the report. For example, let's say you leave and are no longer working for them, and they call you and say &quot;hey, you know those security vulnerabilities you were talking about last year? Yeah, the boss finally decided to give it priority, but it seems we kept no notes in that meeting. Could you compile a report for us? I know you no longer work here, but we would pay you a little more than the normal contractor rate if you are interested&quot;. That's perfectly fine. Now, not disclosing them when you found them could be seen as a breach of contract, which implicitely includes the duty of loyalty. Keeping it a secret to cash in on later is certainly sleazy. The compiled report might, depending on state laws, your specific contract, and who can pay the better lawyer, end up as their's. You can only compile that report because you worked there and you got knowledge of those vulnerabilites only as a part of your job. And finally, even if you did compile a report and it is waterproof and it is yours exclusively, it very much depends on the &quot;else&quot;. What if they just say &quot;no thanks&quot;? Selling that report to someone else is illegal. So you have exactly one legal buyer and that buyer knows it. Does not sound like a great bargaining position. If you approach them, it takes a lot of skill and maybe a bit of legal training to make sure it does come across as an offer of &quot;good business&quot;. I think it would be easy to be misinterpreted as either blackmail or selling them knowledge they legally probably already own. So unless you are certain you can fit into that &quot;good business&quot; model of selling your work compiling a report, instead of selling the knowledge of their secrets, it might be safer to not do that. If they approach you, it should not be a problem, but if you approach them, it will be a mess, no matter how well you mean it.
The question does not say what reasons the other party gives for not paying, and so one cannot judge whether such reason is covered by the terms quoted in the question. In general a contract need not be highly specific if the intent is clear. However, any ambiguity will usually be resolved against the party who wrote the contract, so it is in that party's interest to be as clear and specific as possible. It is not clear from the quoted terms that they form a contract at all. No consideration is stated. Contractual provisions which deny all recourse are not always enforceable. They may be overruled by law or regulation, or by prior court decision or by an equitable decision. If there is a serious problem with the service provided, particularly in a consumer transaction, a court might reject a provision denying all refunds even if it is quite specific and clear. The question does not list the jurisdiction (country and, for federal countries, state or province). Laws on contracts and enforceable terms vary significantly in different jurisdictions. Without this a specific answer is not possible.
The line they'll rely on for GDPR compliance is the first part of that sentence - "If you agree to this during the order process", which suggests that there will be a separate request to opt in to marketing communications at some other time in the process. Check any order documents. There's likely to be a tick box or similar on at least one. If that implies opting out rather than opting in there may be grounds to argue with that under GDPR, but there's nothing in the quoted text that suggests a problem.
The section you quote as clearly saying a thing is not clearly saying the thing. However: you cannot pass on or resell any license keys seems to say a thing clearly. However, one could argue that it's the sharer of the account who is in the wrong, and not the person receiving and passing on the account. I'd say that that piece of the agreement, combined with this: must not... let other people get access to anything we've made in a way that is unfair or unreasonable says that, yes, they are out of bounds.
A business owner can normally refuse service for any reason unless anti-discrimination law, or some other specific law, applies. &quot;Critic of the business&quot; is not a protected class. Whether a business would act in such a way I cannot say if it would risk significant negative publicity. But I see no legal reason why they could not.
It is cl;early not legal to charge for an optional warranty without ever having gotten approval for it. The customer could simply ask for a refund on teh ground that this was an error, and take it to small claims if that was refused. I am sure it is legal to offer such an optional warranty and point out its (alleged) benefits. I do not know if consumer law forbids making this pitch multiple times in the same selling encounter.
When you license your IP (like a song) you can specify the terms and conditions of its use by the licensee, including revenue shares from any derived work. However, if, as your comment suggests, you grant an "informal" license, and later decide that you want to "firm things up" with a license having different terms, that's a matter you would have to either negotiate or litigate with your counterparty. If you want a common reference point for negotiation of this sort of license, you might have a look at compulsory license terms.