GigaOM » F|R Crib Sheet

Mac 101: Photo Booth Tips

Nick Santilli — Wed, 24 Dec 2008 18:00:10 +0000

When’s the last time you played with Photo Booth? I’m guessing you and your friends had some raucous laughs with it when you first got your Mac, and then haven’t done much with it since. Well I’m here to suggest you bring it out of mothballs and check out a few things that you may not have known before. (Oh, and if you have kids, let them at it and it’ll keep them busy for hours!)

Secret Keys

You know when you’ve been moving your head around and trying to get that squeeze effect to look just right, and then you have to press the button to take the photo, and then hold your head still for the countdown, and you inevitably move and the shot is ruined? Yeah, that’s lame. So if you want to cut directly to the chase, hold down the OPTION key and click the red snapshot button at the same time. BAM! No countdown.

The there are some times that the screen flash may not be desirable — I particularly need little help looking pasty white in the winter months… Nix that annoying flash by holding down the SHIFT key when pressing the red snapshot button. Want an instant, no flash Photo Booth picture? Hold SHIFT and OPTION at the same time while clicking the red snapshot button.

If you’ve got dozens of pictures in the Photo Booth viewer, it can take time to click through each set of photos. If you want to get to the beginning or the end of the collection, hold down the COMMAND key while pressing either direction arrow to fly all the way to either end instantly.

Fun Effects

Photo Booth is loaded with some fun effects to begin with, and it’s got some ‘green screen’ type effects to make it look like you’re someplace you’re not. Then on the fourth effects page, there’s space for you to add your own. Here you can drag any photo you want and use it as a backdrop. But you can also use Apple’s Quartz composer effects to do other cool things like the Star Wars Hologram or the Shepard Fairey effects. But you could also use Quartz Composer to roll your own, if you’re the adventurous type.

So there you have it. If simply reminding you about the fun that’s to be had with Photo Booth wasn’t enough, these simple tricks should help to rejuvenate that experience — not to mention, impress your friends all over again!

Related research and analysis from GigaOM Pro:
Subscriber content. Sign up for a free trial.

F|R Crib Sheet: Key Terms of a Licensing Agreement

Jay Parkhill — Sun, 01 Jun 2008 16:00:52 +0000

People talk about “selling” technology products all the time, but they usually mean licensing them. Licensing is actually the most common way that technology companies generate revenue. A “sale” occurs when ownership of the product changes hands completely. A “license” is when some portion of ownership is held back. For example, Apple sells iPods, but licenses the software that runs them. The point of this technical distinction is that if you want to “sell” your software to multiple customers, you’ll need to retain ownership, otherwise your first customer is going to walk away with everything. When you license your product, you retain control over how your customers may use it.

License agreements come in a million flavors, but they all contain a few critical elements. Here is a Crib Sheet of 10 Key Licensing Terms you need to comprehend.

1. Scope: What restrictions do you want to impose? The main ones are field-of-use, geography, time and exclusivity. Field-of-use means a customer can only use your product within a specific market. Restricting a license to the automotive sector prevents a customer from using it in aerospace or retail (without paying you again).

2. Geography: Predictably, this determines the physical area where a customer may use your product. Geographic scope is usually worldwide (though I have seen “throughout the universe”), but in some situations a tighter scope makes sense.

3. Time: When pricing your license, you need to decide whether to charge a one-time perpetual fee or a renewable subscription. If renewable, choose an expiration date.

4. Exclusivity: Your customer is the only person who can use your product within the parameters specified. Customers will ask for exclusivity if your product is somehow central to their business. Consider charging a premium for this, unless your product is a commodity (like Microsoft Office), in which case there is no value in negotiating exclusivity.

5. Representations and warranties: This is where you give your customer assurances that the product is yours to deliver, doesn’t infringe on anyone else’s IP, and that you will stand behind it if anything goes wrong. These elements get negotiated frequently. For the warranty, simply find out what your competitors offer and benchmark to it.

Representation of the authenticity of your IP is more challenging. Practically speaking, it is impossible even for big companies to prove that a product does not infringe on existing IP “anywhere else in the world.” Some tips: (a) determine where your customer is likely to use your product and assess whether you need to worry about infringement claims from those parts of the world; (b) limit the scope of your warranty to registered intellectual property in all cases. Patents must be registered to be effective, but trademark and trade secret rights can exist without registration, making due diligence impossible to complete with certainty.

6. Indemnification: If you breach a representation or warranty, and your customer incurs damages, this assures them you will cover the costs. IP claims are foremost in most people’s minds, but personal injuries and property damage (e.g. if your gear causes a fire) are other common grounds for indemnification claims.

7. Limitations on liability: This is your opportunity to state that if any claims on your warranties are made, the maximum amount you will pay will be capped. Most licensors limit it to the fees they will receive from the customer. (Licensees, of course, will want no limits.)

8. Most favored nations: Avoid this provision as much possible. It means that if you ever offer better terms to a new customer, you must give earlier lincensees the benefit of the same terms. Each business deal naturally involves a slightly different set of compromises. But if you give a customer an “MFN” provision, consider yourself warned: You’ll be required to give that person the best part of every deal you do in the future. also.

9. Jurisdiction and venue: Jurisdiction determines the set of laws that apply to your agreement (e.g. California vs. New York). Venue determines where any subsequent lawsuit will be filed. Litigation is rough on startups; litigating long-distance, worse. Set the venue close to home if possible.

10. Attorney fees. If there is a dispute, the loser pays attorney fees incurred by the victor. In my experience, where this provision exists, the parties stay at the negotiating table longer, resorting to court only if certain they will prevail. It can come back to haunt, however; there is always a risk that you could lose, no matter how good you think your claim is.

Disclaimer: This post is provided for general information purposes and may not be considered legal advice.

Jay Parkhill serves as outsourced general counsel to startups and growth-oriented companies, and writes on legal and business matters at his blog, StartupToolbx.

Related research and analysis from GigaOM Pro:
Subscriber content. Sign up for a free trial.

F|R Crib Sheet: The Term Sheet Glossary

Guest Column — Sat, 24 May 2008 16:00:12 +0000

I work as an attorney to a lot of company founders, and I know from experience that when the time comes to negotiate a round of funding, entrepreneurs often find themselves at a disadvantage. Much of it has to do with language. There is an array of terms and issues that investors and lawyers work with regularly and understand, but that entrepreneurs deal with only once in a while. It would take many posts to cover all of them, but here is a Crib Sheet of 10 Key Terms that clients most often ask me to explain when they receive term sheets from prospective investors.

Let’s start with the basics of valuation. The three biggest questions I get are: How much is my company is worth? How much of my company will I have to give up? How is that calculated? Three valuation terms you need to know are:

1. Pre-money valuation: Investors will assign a valuation to the company and its shares before they even think about dropping a dime on it. Your “pre-money valuation” is what your company is worth before the VC deal happens.

If the pre-money valuation is $10 million and there are 4 million shares outstanding, the investors are offering to pay $2.50 a share for the company.

2. Post-money valuation: This is what your company is worth after the deal. If the investors then put in $5 million, the post-money valuation will be $15 million and the investors will own one-third of the company.

3. Fully diluted capitalization: This is how that 4 million share number is calculated. It’s not necessarily obvious. You may have issued 3 million shares to your co-founders and early employees. However you’ll need to issue more shares (in the form of stock options) to future employees, so you budget for those by creating a share pool consisting of 1 million shares. The 1 million shares have not been issued, but they are treated as if they’ve been issued when the valuation is calculated. Thus, 3 million issued and outstanding shares plus 1 million reserve shares set aside for future stock options grants equals 4 million fully diluted shares.

Once you have a command of the valuation being placed on your company, you’ll need to comprehend the many other preferred rights you’ll be asked to give your investors in exchange for their money. This will matter when you get to a liquidation event, because not all shareholders will get paid equally.

4. Preferred stock: Founders and employees of companies get common stock, which gives them bare ownership rights. Investors get stock with rights that are in some way superior to those of common stock; we call this preferred stock. At a minimum, preferred stock gets its money out first, so if there isn’t enough to go around, preferred has dibs and common gets the scraps.

5. Liquidation preference: This is the right to “get out” (get paid) first if the company is sold, merged or otherwise liquidated. What someone is paid usually starts as the amount invested per share ($2.50, in our example).

6. Liquidation multiple: Investors may ask to be paid a premium on their liquidation preference, meaning the company may have to pay back $5 for every $2.50 invested, before common stockholders get anything. That’s a liquidation multiple.

7. Participating and non-participating preferences: A liquidity event produces the potential for a “double dip” for the preferred shareholders. They get paid once in their liquidation preference, and then have the option to get paid again as if they are common shareholders. There are two buckets of money: After the liquidation preference is paid, whatever money is left over gets distributed among common shareholders and those preferred shareholders who wish to “participate.” Non-participating preferred holders take their preference payment, then let the common stockholders take what remains.

So, if the company from our example is bought for $20 million, the preferreds will get their $5 million back (this is without a liquidation multiple) before the remaining $15 million goes to common shareholders. And if they’re “participating preferreds,” they’ll get a share in the remaining $15 million, too. Bottom line: You want non-participating preferreds if you’re a founder!

Bear in mind: liquidation multiples and participating preferreds are most common in high-risk, troubled company situations. If your VCs are using these terms, be careful.

8. Right of first refusal: Investors want to make sure (i) a company’s shares stay within a small group, (ii) that they get an advantageous crack at additional financing rounds. They’ll ask for a clause in your investment documents saying that before you can sell additional shares, you must first let the company and/or the investors buy them at the price offered by the third party.

9. Co-sale right: This further locks things up by saying that if for some reason both the company and the current investor pass on the next round, the current investor can still benefit by selling his shares to a third party, alongside the founder.

10. Participation right: This says that the investor has the right to invest in any new offerings the company conducts.

These are some of the key terms that appear in VC term sheets. I’ll add to this crib sheet over time, so: What terms do you need help understanding?

Jay Parkhill serves as outsourced general counsel to startups and growth-oriented companies, and writes on legal and business matters at his blog, StartupToolbx

Related research and analysis from GigaOM Pro:
Subscriber content. Sign up for a free trial.