Trying to make sense of FindLaw’s website, SEO, client development services agreement? Me too.
Before we dive in, there are some things you should know.
- I own a company competing with FindLaw (albeit an uber tiny one in comparison).
- I do not intend that, nor should you rely upon, this post as legal advice in any way, shape or form.
- This post represents my personal opinions and observations upon reviewing FindLaw’s Master Services Agreement (Download FindLaw Master Services Agreement .pdf) It doesn’t represent the views or opinions of other people or of any companies (including any that I own).
In other words, give my opinions whatever weight you deem fit. Or tell me where you disagree.
I’ve shared some of my opinions about FindLaw’s website, SEO and internet marketing before. Readers have criticized that post as overly kind. Perhaps that explains, in part, why I felt it necessary to revisit the subject of FindLaw. Mostly, this post springs from the fact that we continue to receive questions from lawyers about their agreements with FindLaw.
I also recognize that writing this won’t help me win friends at FindLaw. As I stated in my prior review:
As you will see, there are advantages to choosing FindLaw. Likewise, there are disadvantages. I hope this helps you make a more informed choice with regard to internet marketing services. Perhaps (not holding my breath here), it will motivate FindLaw to improve in areas in which I believe that it is weak.
Let’s have a look.
First, the FindLaw Master Services Agreements states:
This FindLaw Master Services Agreement reflects the terms and conditions agreed upon between Subscriber and West Publishing Corporation d/b/a FindLaw regarding the
client development services identified on an Order Form.
Saving the Order Form discussion for another day, for the purposes of this post, we focus on the MSA terms. In my view, this MSA governs all FindLaw client development services including websites, SEO and other internet marketing activities. Again, only my humble opinion.
The Ownership Issues
Too long; didn’t read (TL;DR): In most cases, you should own your content management system (website back-end), all website content and your domain.
“Who owns what” continues to lead the way in terms of complaints we hear. For guidance, we turn to:
8 OWNERSHIP AND GRANTS OF LICENSE
8.1 Ownership. The parties agree that, as between Subscriber and West, (i) the
Service Interface, West Materials, West Content and any improvements thereto
created under this Agreement are the exclusive property of West, and (ii) the
Content is the exclusive property of Subscriber. During the term of this
Agreement and thereafter, neither party will use, disclose or provide to any
third party the other party’s property, except as expressly provided in this
Agreement or as necessary for the parties to perform their obligations or
exercise or enforce their rights hereunder.
So, the service interface, West Materials, West Content and any improvements are West’s. Hold up!
The “Service Interface” is defined as:
1.13 “Service Interface” means a presentation and arrangement of Content, West
Content, West Materials and associated elements, including but not limited to
video and audio materials, coding and command sets, and online screen displays
provided by West or developed by the parties under this Agreement.
And if we add:
1.7 “End User Interface” means a specific type of Service Interface
encompassing the most recently saved presentation and arrangement of the
Content and associated elements, including video and audio materials, coding
and command sets, and online screen displays (such as screen designs, formats,
text, hyperlinks, layouts, typesets, coloration and graphics), provided by West or
developed by the parties to this Agreement as Subscriber’s FirmSite. The End
User Interface does not include West Content, search engine optimization
elements, or any materials in any form licensed or otherwise acquired by West
from third parties.
In the context of a website, it sounds like FindLaw owns your site’s content management system or “back-end.”
This appears to mean that if you choose to part ways with FindLaw, you lose your site’s administration interface. Which would mean that you wouldn’t be able to easily make updates, modifications or additions to your website. Argh.
Maybe there are some good reasons to go with a proprietary “Service Interface.” I’d like to hear them. Typically, I recommend using WordPress.org. Of course, WordPress does not solve every content management problem. Especially not right out of the box. It requires some configuration and regular maintenance. But its general public use license, and large community of users, designers and developers make it a very attractive solution for many applications. Put simply, you don’t have to pay anyone for it and you will have access to a lot of people who can help you make it work better for your specific needs.
But beyond content administration, there are additional ownership issues to consider. Perhaps among the most important, we turn to website content. Per FindLaw’s agreement:
8.2 Grants of License. Subscriber grants West a non-exclusive, worldwide, fully
paid-up, royalty free right and license to use, copy, encode, adapt, modify,
make improvements to, store, archive, distribute, transmit, communicate,
publicly display, and publish the Content, in whole or in part, as part of the
Services. Subscriber further agrees that West may display the Services,
including incorporated Content, in a design portfolio, in advertising and
promotional materials, and for submission to a third party for special
recognition, honors, or awards. During the Agreement term, West grants
Subscriber a non-exclusive, non-transferable, limited license to access, use and
distribute applicable West Content through the Service Interface.
Alert! You are granting FindLaw a license to use, copy and distribute your content. That might explain why your content appears on a variety of sites across the web. There are a variety of issues presented by duplicate web content. From an SEO perspective, webmasters should generally avoid duplicate content (or syndicate it with appropriate attribution).
Further, did you notice the distinction between content and “West Content?” Allow me to clarify:
1.18 “West Content” means any West-owned content or third-party materials
licensed by West, including, but not limited to, any stock images, letter or word
marks created by West for Subscriber, and third-party owned content to which a
hyperlink is provided from the Services. West Content includes, but is not
limited to, FAQs, e-Newsletters, Practice Pages, and Practice Centers.
My interpretation: You don’t own all of your marketing materials.
Maybe you don’t find that problematic. Maybe you balanced the costs of owning custom content against renting content from FindLaw. Consider me skeptical.
And what happens when the time arrives that you decide to cut ties with FindLaw? Not only is your license to
your their content revoked but:
7.4 Obligations Upon Termination. Upon termination of this Agreement,
Subscriber shall (i) at its expense, deliver to West any West Materials or West
Content in its possession or under its control; (ii) pay all due and outstanding
Charges; and (iii) cease and desist from using West Content, any FirmSite
element not specifically licensed by West to Subscriber pursuant to Section 8.3
herein, and any other intellectual property of a West entity or third party
Yes, you might actually have to pay to send it back…
And who owns your domain name? According to the agreement:
8.5 Domain Names. If West registers a domain name for Subscriber in the
course of delivering a Service, then West will maintain such domain name
registration on Subscriber’s behalf during the term the Service is provided. Upon
receiving Subscriber’s written request at the end of the term, West will provide
Subscriber reasonable assistance in transferring the domain name registration to
Subscriber and/or re-pointing the domain name to a third-party host. Subscriber
is solely responsible for any costs associated with transferring registration and
re-pointing the domain name to a third-party host. West shall have no other
obligation or liability with respect to Subscriber’s domain name. If Subscriber
chooses to use an existing domain name as part of a FirmSite, West will provide
Subscriber reasonable assistance in re-pointing the domain name to the FirmSite.
However, responsibility for re-pointing the domain name lies with Subscriber
and the third-party domain name host.
Not bad. I read this to mean that you own your domain. Unsurprisingly, you should not expect much help making a transition to a new host or website administrator.
I recommend registering your own domain to remove any chance of domain ownership issues. Generally speaking, your web equity rests with your domain. Own, don’t rent!
Always keep in mind that:
1.9 “FirmSite” means a Web site developed by West and licensed to Subscriber pursuant to an Order Form.
Term & Termination Issues
TL;DR: Commit to no more than 12 months at a time, identify specific goals in advance and ask a lot of questions.
Per my reading of the FindLaw MSA, the “Order Form” governs the term. I have seen FindLaw Order Forms listing second and third year charges. While I can imagine circumstances in which committing to a three year marketing agreement makes sense, I believe those circumstances are quite rare.
Personally, I would refrain from entering into any long-term marketing or website administration agreement. Especially if the agreement lacks provisions for early termination (without penalty) for failure to perform very specific services and meet very specific goals.
On the web, three years can feel like an eternity.
I recommend taking things one year at a time. Set specific goals. Clearly identify the roles and responsibilities of everyone on the team in advance. Ask a lot questions. Understand what specifically is being done month-by-month and the rationale for doing it. I cannot stress this enough.
Design & Development vs Ongoing Marketing
TL;DR: Separate design and development from on-going marketing activities.
Some have suggested that under the FindLaw client development agreement, lawyers are basically “financing” the design and development of their websites over a period of several years.
If true, I recommend against such an arrangement. Instead, separate the initial website design and development components from ongoing marketing activities. This will help to clarify how much you are specifically paying for your website and how much you are paying for additional, ongoing marketing activities.
Further, this separation also helps make clear exactly what on-going marketing activities FindLaw has agreed to execute on your behalf. Are they offering website maintenance? Great, define it. Does the service offer periodic website performance reviews? Awesome, define the performance metrics. Does the service agreement include search engine optimization (SEO) or paid search engine marketing management (SEM, PPC)? Excellent, specifically define those on-going activities and demand to see the work.
My .02 for FindLaw
As I have previously posted, I aim to help folks understand their commitments and options. I know many lawyers who express complete satisfaction with their relationship with FindLaw and FindLaw’s website, SEO and client development services. I have also met some really good and smart people on the FindLaw team. But I have also heard many complaints.
First, if I’m wrong anywhere (or everywhere) here, feel free to let me know.
Second, I leave you with this constructive feedback:
- Provide more technical website and SEO training to both sales people, as well as, account representatives.
- Clarify descriptions in your Order Forms. Help account people explain itemized services with more clarity.
- Be more transparent about on-going marketing activities (i.e. link acquisition, content development, outreach, etc).
- Switch to WordPress (asking a lot here, I know).
- Provide options for design and development work separate from on-going marketing.
- Define meaningful website performance metrics in advance.
- Make transitioning away from FindLaw less of a hassle. I get it. But take the loss gracefully.
I know some of these changes are a tall order. I know that I have struggled with some of them myself. But in terms of market share, there is little question that you are a leader (if not the leader).
And with that comes a giant target and responsibility.
So lead. Set the example.
But what do I know? You have provided client development services to lawyers much longer, and have sold a lot more law firm internet marketing services, than I have.
Anyway, just a friendly .02.