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Dan White’s Legal Tips: How Startups Avoid Headaches

  • Stories
  • MFN Staff
Dan White’s Legal Tips: How Startups Avoid Headaches

Dan White, Co-Founder and CEO of Clean Crop Technologies shared a lesson learned about the importance of selecting legal counsel experienced in startup dynamics when founding a company. Initially, they chose an LLC in Virginia for its simplicity, which later caused complications when they received a term sheet for a significant investment and needed to transition to a Delaware C Corp. This transition incurred low five-figure legal fees. Still, the ongoing issue is persistent tax correspondence from Virginia, highlighting the long-term consequences of not choosing the right legal entity and domicile from the start. Dan recommends founders seek out legal counsel experienced in startup matters when first setting up their company’s legal structure.

 

VIDEO TRANSCRIPT:

 

Dan White: Sort of the longest-running headache that I wish we had approached differently was actually an area where we had engaged some legal support, but it wasn’t a lawyer really focused on startup matters. One general piece of advice I have for any founders who are particularly at the front end of the journey when you’re going from that zero to one phase of setting things up for the first time, it’s really important to find counsel that is well versed in startup dynamics. Obviously any contract lawyer is able to help you set up basic governance, but it’s better to be able to help inform you on what kind of legal entity should you be setting up, where should it be domiciled, etc.

 

 

For example, when we started Clean Crop Technologies initially, we were bootstrapping the company using a lot of consulting revenue from my co-founder and I to fund our operations. Within the first 12 months, we were looking for the lightest-weight corporate entity that we could find to to operate, and that was setting up an LLC. My co-founder happened to live in Virginia, so we set up the LLC in Virginia. At that point, we hadn’t even been accepted into the MassChallenge Accelerator program. We were still in the early days and had not been really thinking much about serious fundraising from other outside investors at that point. Fast forward six or seven months, and we get a first term sheet for a multi-million dollar investment. It’s pretty clear that this is the path that we’re on, and we need to go back and completely change the corporate entity of Clean Crop. At that point, though, all of the IP and development was owned by this LLC, so we had to find a way to absorb and migrate this Virginia LLC into a Delaware C Corp that was doing business in Massachusetts. It ended up costing us short of low five figures in legal fees, but the bigger headache is that even to this day, five years later, we’re still getting random letters from the Virginia tax authorities because they have records of this LLC entity and claiming that hasn’t paid taxes in a long time. It’s a perpetual drag, and I hear stories like that all the time.

 

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These Terms and Conditions (“Terms”) govern your use of the Lever, Inc. d/b/a Massachusetts Founders Network’s (“MFN,” “we” or “us”) website, including all pages within this website and any Content, Services, or other functionality provided in connection with our website, available at www.massfoundersnetwork.org (collectively referred to as the “Website”).

These Terms become effective on the date when you accept them by clicking “Accept,” “I agree,” or a similar button on the Website, or you otherwise begin to use the Website. These Terms will be applicable to you for the duration that you access or use the Website.

Please read the terms carefully in full before accessing the website. by accessing the website or by clicking to accept or agree to these terms, you accept and agree to be legally bound by these terms. If you do not agree to these terms, you may not use the website.

The Website is suitable for a general audience and is intended for use only by users who are 18 years of age or older.

 
1. Definitions

The following definitions apply to these terms:

a) “Content” means text, graphics, images, videos, blogs, photographs, software, technology, and other materials made available to you through the Website or otherwise in connection with the Services, and expressly excludes information you provide where you own the intellectual property rights to such information.

b) “Services” means all paid or unpaid services made available to you through the Website.

 
2. Acceptable Use

By accessing the Website, you hereby represent and warrant the following:

a) You will use the Website only for purposes that are permitted by these Terms and by applicable law in the jurisdiction where you are accessing the Website.

b) You will not use the Website in any way that causes, or may cause, damage to or impairment of the availability or accessibility of the Website, or in any way which is unlawful, illegal, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.

c) You acknowledge and agree that your access to certain portions of our Website contain confidential information that belongs to MFN, MFN’s users, or other third-parties. You will not sell, transfer, assign, license, sublicense, or modify any Content, including such confidential information, or copy, reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for purposes not permitted by these Terms.

d) You will not use any robot, spider, scraper, or other automated means to access or “mirror” the Website or any Content on any other server.

e) You are not located in, under the control of, or a national or resident of any country subject to sanctions by the United States, you have not been placed on the U.S. Department of Commerce’s Denied Persons List, and you are not identified as a “Specially Designated National” by the United States government.

f) You will not access the Website if you have previously been prohibited from doing so or if any laws prohibit you from doing so

g) You have full power and authority to agree to these Terms.

 
3. License to Use Website

You may view, download, and print pages from the Website for your own personal use only, subject to the restrictions set out below and elsewhere in these terms and conditions. You must not:

a) Republish Content from the Website (including republication on another website); reposting content to individual social media channels is allowed.

b) Sell, rent or sub-license any Content from the Website;

c) Reproduce, duplicate, copy or otherwise exploit Content for commercial purposes without our express written consent; or

d) Edit or otherwise modify any Content.

 
4. User Content and Usage Data

You grant us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate, and distribute your User Content (such as profile details or an event)in any existing or future media. You also grant us the right to sub-license these rights, and to bring an action for infringement of these rights. You warrant and represent that your User Content will comply with these Terms. You must not submit any User Content to the Website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

You understand that your User Content and other information collected, generated, stored, or transmitted by you in connection with your use of Services (“Usage Data”) may be transferred unencrypted over various networks, and that we or others may make changes to that transmission to conform and adapt to technical requirements of connecting networks or devices. You agree that we can take all legally permitted actions related to all User Content and Usage Data that you provide, transmit, upload, or otherwise submit to us.

 
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If you create an account on the Website (an “Account”), you will keep secure and confidential your Account password or any identification credentials that you use to access the Account or otherwise use the Website. You will immediately notify us if you become aware of or suspect unauthorized access, disclosure, loss, theft, or unauthorized use of your Account. You may not create an Account on behalf of another individual and may not impersonate another person or misrepresent your affiliation with another person or entity in connection with the Account creation or your use of the Website. We are not responsible or liable for any liability, damages, loss, or expenses arising in any way from the use of your account. If you provide any information that is untrue, inaccurate, not current, or incomplete while creating an account, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your Account. We may disable any username, password, company and/or brand pages, or other identifier at any time, in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
 
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You agree that we may freely use any suggestions, ideas, or other feedback concerning the Website or the Content that you submit to us (collectively, “User Feedback”). You acknowledge, represent, and agree that your User Feedback is provided voluntarily and is not confidential or proprietary to you. You grant us a worldwide, royalty-free, non-exclusive, transferable, perpetual, and irrevocable license to use, distribute, transmit, reproduce, modify, publish, translate, publicly perform, and display and create derivative works of User Feedback, except as otherwise prohibited by applicable laws or these Terms. You waive any right to compensation of any type for your User Feedback. You represent and warrant that you have all the rights necessary to grant the rights in this Section and that use of User Feedback by us does not violate any law.

 
7. Intellectual Property Rights

We or our third party licensors shall continue to own and retain all right, title, and interest, including all related patents, copyrights, trademarks, trade dress, and other intellectual property rights, in all Content. Except as expressly provided in these Terms, no license to use, copy, distribute, republish, transmit or otherwise exploit any Content is given to you and all such intellectual property rights in and to the Content are expressly reserved to us or one of our affiliates, as applicable. Nothing in these Terms shall be construed as granting, by implication, waiver, estoppel, or otherwise, any license or right to use any Content or any of our intellectual property rights (including any trademarks, tradenames, or service-marks) without our prior written permission. The name, the logo, and the product names associated with MFN are our trademarks, and no right or license is granted to you to use them.

 
8. Restricted Access and Termination

We reserve the right to, at our sole discretion, at any time without prior notice to you: (i) change, restrict access to, suspend, or discontinue the Website, any portion of the Website; (ii) add, remove, or modify any Services or functionality that is available through the Website; or (iii) terminate your access to all or a portion of the Website. We may, at any time, disable your username and password if you breach these Terms.

 
9. No Warranties

The Website is provided “as is” without any representations or warranties, express or implied. The information in our Content is made available solely for general information purposes, and does not constitute any type of advice, whether financial, legal, investment, accounting, tax, or otherwise. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor, or by anyone who may be informed of any of the Content. Although we have no duty to you to update the Content, the Content may be updated frequently, including based on interactions with other users, but the Content is not necessarily complete or up to date.

 
10. Limitations of Liability

You expressly acknowledge and agree that your use of our website, its content, and the services are at your own risk. Our website, its content, and the services are provided on an “as is” and “as available” basis, with all faults and without any warranties of any kind, either express implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of security, of quiet enjoyment, and non-infringement of third party rights. We do not warrant against interference with your enjoyment of our website, that the functions contained in, or services performed or provided by, our website will meet your requirements, that the operation of our website will be uninterrupted or error-free, or that defects in ramp will be corrected. No oral or written information or advice given by us or our authorized representatives shall create a warranty.

In no event will MFN and MFN’s respective licensors, service providers, employees, agents, contractors, officers and directors (together with MFN, “MFN parties”) be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, or impaired use of, our website, any website linked to it, any content on our website or such other website or any services or items obtained through our website or such other website, including for any indirect, special, incidental, consequential or punitive damages, under any legal theory for any claims including, but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, strict liability, or otherwise, even if foreseeable. The foregoing does not affect any liability which cannot be excluded or limited under applicable law. To the fullest extent provided by applicable law, the maximum aggregate liability under this agreement for all damages, losses, and causes of action, whether in contract, tort (including negligence) or otherwise, for mfn parties, for any event, act or omission will not exceed $1.

 
11. Indemnity

You agree to indemnify, hold harmless, and at MFN’s option, defend mfn parties from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, made by any person arising out of (i) your violation of these terms, state or federal laws or regulations, or any other person’s rights, including but not limited to infringement of any copyright or violation of any proprietary or privacy right, (ii) your use or inability to use the website, (iii) any errors, inaccuracies or delays in the content, materials, or information provided to you via the website, or (iv) claims related to unauthorized disclosure of your or a third-party’s data that arises from your use of the website.

 
12. Links to and from Third Party Websites

Our Website may contain links to third-party applications, websites, or other content (“Third Party Content”) that are not owned or controlled by us. We provide these links to you as a convenience and inclusion of any link herein shall in no way be construed as an endorsement by us. We have no control over and disclaim any responsibility for Third Party Content, and we accept no responsibility for any loss or damage that may arise, for you or for any third-party, from your use of Third Party Content. We further disclaim any responsibility for any form of transmission received from Third Party Content. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party. If you decide to access third-party applications, websites, or other content through our Website, you do so at your sole risk.

If you would like to link to our Website, you may only do so subject to the following conditions:

a) You do not in any way imply that we are endorsing any services or products without our prior written permission;

b) You do not misrepresent your relationship with us or present any false information about us;

c) You do not link from a website or webapp that is not owned by you; and

d) Your website or webapp does not contain content that is offensive, controversial, infringes any intellectual property rights or other rights of any other person or does not comply in any way with the law of the United States.

If you choose to link our Website, you shall fully indemnify us for any loss or damage suffered as a result of your actions. We reserve the right, at any time, for any reason, to deny permission to anyone to link a website or webapp from or to our Website.

 
13. Electronic Communications

You agree and consent to receive electronically all communications, agreements, documents, receipts, notices, and disclosures (collectively, “Communications”). You further consent and agree that your use of a keypad, mouse, or other device to select an item, button, icon or similar act while using our Website, or in accessing or making any transactions regarding any agreement, acknowledgment, consent, terms, disclosures or conditions, constitutes your signature, acceptance, and agreement as if actually signed by you in writing. Further, you agree that no certification authority or other third-party verification is necessary to establish the validity of your electronic signature, and that the lack of such certification or third-party verification will not affect the enforceability of your signature or any resulting contract between you and us.

 
14. Modification of these Terms

We reserve the right to modify these Terms or any other policies relating to the Services at any time, without prior notice to you. Such modifications will be effective immediately upon notice to you, which notice may be given by any means, including, but not limited to, posting of an updated version of the Terms on the Website or electronic mail. Your access and continued use of the Website constitutes your agreement to accept the Terms as modified. The “Effective Date” legend at the top of the Terms indicates the date on which these Terms were last updated.

 
15. Jurisdictional Issues and Applicable Law

Unless otherwise specified, the Website is directed at residents of the United States, its territories, possessions, and protectorates. The Website is controlled and operated by us from our offices in the United States. We make no representations that the Website is appropriate or available for use in other locations or that access to the Website is not illegal and prohibited in such other locations. If you access the Website from outside the United States, you do so at your own risk and are responsible for establishing the legality, usability and correctness of any information or materials under any or all jurisdictions and the compliance of that information or material with local laws, if and to the extent local laws are applicable.

Our Website is subject to the United States export control laws and regulations and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations and acknowledge that you have the responsibility to obtain authorization to export, re-export, or import of any data on our Website, as may be required. You may not use or export the information or materials in violation of United States export laws and regulations. The information provided in or accessible through the Website is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration or other requirement within such jurisdiction or country.

 
16. Governing Law; Mandatory Arbitration

Any disputes arising in connection with these Terms shall be governed by and construed and enforced solely and exclusively in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law principles.

[You agree to provide a written notice of any disputes to the other party at its notice address (or an address provided in writing to the other party) and try to resolve any such disputes in good faith thereafter. If the dispute is not resolved, within 30 days of a party providing notice to the other party, both parties agree that the dispute will be resolved through individual, non-representative, binding arbitration held in English, instead of a proceeding in courts of general jurisdiction. Any such disputes will be decided by a single arbitrator and will be administered by the American Arbitration Association (“AAA”). The AAA’s Arbitration Rules will apply as modified by these Terms. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held in Boston, Massachusetts. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court with appropriate jurisdiction. Each party will be responsible for its respective costs, including costs related to its respective attorneys, experts, and witnesses.

You expressly waive your right to go to court, to a trial by jury, and to participate in a class action, class arbitration, or other representative proceeding with respect to any claim subject to arbitration.

You agree that any cause of action brought by or on behalf of you arising out of or related to the website or services must commence within one (1) year after the cause of action accrues. otherwise, such cause of action is permanently barred.

17. General

17.1 Assignment. MFN may assign its rights and obligations under these Terms to any party without prior notice to users. Users may not assign or transfer, in whole or in part, their rights or obligations under these Terms to any third party without the prior written consent of MFN. These Terms will be binding upon, and inure to the benefit of, the successors, representatives, and permitted assigns of the parties.

17.2 Waiver. Any failure by MFN to enforce any provision of these Terms shall not be construed as a waiver of that provision or any other provision of these Terms.

17.3 Severability. These Terms, other terms or legal notices published by us on the Website, and any other applicable agreements, shall constitute the entire agreement between us concerning use of the Website. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

17.4 Survival. The rights, obligations, and commitments in these Terms that, by their nature, would logically continue beyond the termination of your use of or access to the Website or the Services survive termination of these Terms.

17.5 Interpretation. The following rules of interpretation apply to these Terms and are by this reference incorporated: (a) the word “or” is not exclusive and the words “including” or “include” are not limiting; (b) headings are only for reference and are not to be considered in interpreting these Terms; and (c) a reference to a law includes any amendment or modification to such law and any rules or regulations promulgated thereunder or any law enacted in substitution or replacement therefor.

17.6 Relationship. We provide the Website to you as an independent contractor and service provider. These Terms or the provision of the Website, including our Services, does not create any relationship of partnership, joint venture, fiduciary, or employer and employee or otherwise.

17.7 No Third-Party Beneficiaries. Except as expressly stated, no provisions of these Terms create any third-party beneficiary.

17.8 Entire Agreement. These Terms constitute the entire agreement between MFN and users relating to the use of the Website and Content and supersede all prior agreements and understandings, whether written or oral, in relation to the subject matter of these terms and conditions.

18. Contact Information
If you have any questions or concerns regarding these terms and conditions or the website, please let us know by contacting MFN here.
Last Updated: [2/22/24]

We at the Massachusetts Founders Network are committed to protecting the privacy of our members and other users of our website and services. This Privacy Policy explains our practices related to the gathering and disclosure of information from this website, our programs, and services. Please read this Privacy Policy carefully as it will help you make informed decisions about sharing your personal information with us.

 
Information Collection

We collect information when you visit our website, subscribe to our newsletter, fill out a form, participate in forums, or otherwise contact us. This information allows us to identify and contact you, as well as to carry out certain business purposes described below. The information we collect falls into the following categories:

 

Information You Provide

The types of information we collect directly from you may include:

  • Direct identifiers, such as your name, email address, phone number, and other contact information.
  • Demographic information, such as your birthdate and gender.
  • Professional information, professional history, and LinkedIn profile.
  • Information about your startup, such as number of employees, funding, and other progress metrics.
  • Photos and videos that may be taken at our events.
Automatic Data Collection

When you use our website, we automatically collect information about you and your device. This may include your IP address, device identifier, geolocation information, web browser type and version, language, and information about your usage of our website or services such as the searches you run or the pages you view.

 

Information Third Parties

We may collect information about you from third parties and publicly available sources, such as your LinkedIn and other social media profiles, references you provide, and other members of our network.

Information Use

We may use the information that we collect for a variety of purposes, including to:

  • Conduct and improve our business and programs, products, and services;
  • Review and process membership applications, registrations, transactions, and profile updates;
  • Respond to inquiries and member service requests;
  • Send information, promotional materials, and other communications;
  • Research how our members use our website and personalize your experience;
  • Suggest and build our resource list and library;
  • Report on our membership demographics to our sponsors and other partners;
  • Comply with our legal obligations.
Information Sharing

We may share your information with third parties in the following circumstances:

  • With service providers and vendors that help us operate our business and deliver our services.
  • With business partners, sponsors, and other third parties with which we partner to provide our programs and services.
  • When we are legally required, or believe it is in our best interest to do so, in response to a governmental request, a judicial proceeding, court order, legal process, or other situation where we are trying to protect our rights or the rights of others.
  • In connection with, or during negotiations of, any merger, transfer of business assets, financing, or other business reorganization.

In certain circumstances, we may ask for your consent prior to sharing your information with others.

Some information you provide to us, such as in your member profile, may be displayed publicly or to other members of our network. Please take care in what you post publicly, as we do not have control over how others may use your information.

Use of Cookies and Similar Data Collection Technologies

We use cookies and similar data collection technologies on our website. These technologies help us improve our website, monitor website traffic, and improve your experience by recognizing and remembering your preferences and settings. We use both first and third party cookies on our website that support essential website functionality and analytics. For example, we use Google Analytics to help us analyze how our website is used. The information generated by the Google Analytics cookie will be transmitted to and stored by Google. You can read about Google’s privacy practices here.

Security

We use reasonable security to protect the information that we maintain. Although we will do our best to protect your information, transmission of information to and from us is at your own risk. We recommend that you take steps to keep your information secure. If you have an account with us, you are responsible for choosing a secure password when creating your account and keeping this password confidential.

Your Choices

You can exercise the following choices with respect to your personal information:

  • You can update the information we maintain about you by updating your profile through our website or sending us an email using the contact information below.
  • You can opt out of marketing and promotional emails by clicking the “unsubscribe” link at the bottom of the e-mails you receive.
  • If you’d like to delete your account, please contact us using the contact information below.
International Users

Our website and services are intended for individuals and businesses located in the United States. If you are located outside of the United States, please be aware that information we collect through our website and services will be transferred to and processed in the United States.

Other Websites and Content

Our website contains links to other websites and content that we do not own or control. If you navigate to another business’s website or content, we recommend that you review the privacy practices of that organization prior to sharing your information with them.

We have established accounts on social media sites such as Facebook, LinkedIn, X (formerly known as Twitter), and others. These accounts are hosted by such third parties and are governed by the privacy, terms and conditions, and other relevant policies of those third parties.

Updates to Privacy Policy

We may update this privacy policy from time to time. If we make material changes to this privacy policy, we will attempt to notify you and/or obtain your consent, as required by law. We will notify you of any other changes by posting the updated privacy policy on our website. It is your responsibility to review the privacy policy periodically to stay informed about any changes.

Contact Us

If you have questions about this privacy policy or would like to contact us about it, please email us at: mfnfeedback@leverinc.org.

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Founders are everywhere, but resources aren’t.

That’s a shame, because the next big idea could come from anywhere.

 

The Massachusetts Founder Network aims to bridge the gap, giving startup founders equitable access to resources that will help their companies grow.

 

We support MA founders no matter where they come from, their company’s stage, or their business sector. We want to democratize access to the resources that will help them accelerate—and excel. All founders are welcome to find resources and community at MFN while creating connections, expanding their networks, and learning from one another.

About MFN

The Massachusetts Founders Network is a central hub for all things startups, fostering innovation and collaboration across the state. MFN offers valuable networking, resources, mentorship, and community for startup founders in Massachusetts. 

 

MFN is produced by Lever, a startup accelerator based in North Adams. Our work is supported by funding from and collaboration with the Massachusetts Technology Collaborative, based in Westborough.

 

We’ve been advising and connecting with entrepreneurs for years, and we’re using that knowledge and network to launch something new, with the help of an advisory board of successful founders and major players in the startup ecosystem. 

We plan to launch the Massachusetts Founders Network in summer 2023. Sign up for our newsletter to get alerts about our launch, new features, and MFN events!