Are you well-equipped to navigate the world of e-commerce, optimize your positioning, and avoid infringement problems?In this constantly changing context, Lavery invites you to its annual intellectual property symposium: a strategic morning event designed to provide practical answers that apply directly to today’s business realities. WHEN : April 22, 2026, from 9:00 a.m. to 11:30 a.m. Register to this webinar Speakers The panels will be moderated by Alain Y. Dussault Panel 1 – Online Protection Mechanisms and Taking Action Myriam Brixi, James Duffy and Isabelle Jomphe Panel 2 – Software and Online Commerce: Patents, Interfaces, Protection Strategies and Related Contracts Eric Lavallée and Benoit Yelle Program The proliferation of online sales platforms, the rise of “marketplaces,” and the acceleration of cross-border trade are creating market opportunities that warrant a thorough review of intellectual property rights protection strategies. How can you effectively structure your IP protection to support online growth? How can you quickly remove a counterfeit product from online sales channels or social media? What leverage is available in terms of copyright, trademarks and customs interventions? How can you protect the software innovation at the heart of digital platforms such as applications, software as a service, e-commerce channels, and optimization and automation tools? How can you protect the user interface and customer experience of your online sales platforms? What are the risks associated with the Consumer Protection Act in a digital environment? What types of contracts should you consider for your online sales model? 9:00 a.m. to 10:15 a.m. Panel 1 – Online Protection Mechanisms and Taking Action The first discussion will outline the different online business models and typical examples of infringement, and then identify the legal tools to effectively defend intellectual property rights in a digital environment. Participants will see how to plan an effective strategy for taking action against infringement and communicate with major online commerce platforms to obtain the rapid removal of counterfeit products or content, relying in particular on the international registration of trademarks and copyrights. The speakers will discuss the measures available through customs authorities to reduce the risks of importing counterfeit products. The panel will also analyze consumer protection issues in e-commerce. With digital transactions taking centre stage, companies must reconcile online growth with regulatory compliance. The specific legal risks associated with online sales and best practices for managing them will be addressed in a pragmatic way.Presented by Isabelle Jomphe, James Duffy and Myriam BrixiPanel moderated by Alain Dussault  10:30 a.m. to 11:30 p.m. Panel 2 – Software and Online Commerce: Patents, Interfaces, Protection Strategies and Related Contracts This discussion will focus on practical ways to protect the software innovation at the core of digital platforms such as applications, software as a service, e-commerce channels, and optimization and automation tools. Participants will learn about the cases where a software, a key feature, a technical process or a computer-implemented method can be patented (and under what conditions), as well as filing strategies to maximize the value of a portfolio, while taking the pace of technological development into account.The panel will also address the protection of the user interface and user experience, as well as visual elements that support the customer journey. How should you combine copyright, industrial designs and trademarks in different circumstances? How does one assess the risks when using or drawing inspiration from templates, component libraries, style guides, or AI-based tools?Lastly, the speakers will discuss the different types of contracts and policies underlying e-commerce, depending on the business model envisaged, as well as the blind spots to avoid.Presented by Benoit Yelle and Eric LavalléePanel moderated by Alain Dussault

The World Anti Doping Agency suffered a data breach in 2016­—a vivid illustration that even the most prominent sporting institutions are not immune to cyber incidents. The authorities have now formalized what was previously just an observation: In a bulletin published in 2024, the Canadian Centre for Cyber Security warned that the entire sports ecosystem—spectators, athletes, organizations and government representatives—is the target of cyberattack campaigns.  Malicious actors will attempt extortion through business email compromise, ransomware attacks, phishing, malicious websites and search engine poisoning, among others. Take heed, as when an incident occurs that is serious enough to require a report to the authorities, it is often too late to establish sound governance and engage in due diligence. The sporting competitions of today are producing massive amounts of data. The quantity is staggering, and the data itself almost Orwellian. Check the tables below to see for yourself. Data collected on athletes  League Information collected NFL Performance data (statistics, position and movement metrics, speed, and passing, rushing and receiving yards) Medical and/or health data (examinations, injuries, concussion protocols) Substance screening data Data on disciplinary actions and investigations Professional and contractual data Travel, logistics and security data NHL Performance data Medical and/or health data (examinations, injuries, concussion protocols) Substance screening data Data on disciplinary actions and investigations Professional and contractual data Travel, logistics and security data MLB Performance data Medical and/or health data (examinations, injuries, concussion protocols) Substance screening data Data on disciplinary actions and investigations Professional and contractual data Travel, logistics and security data   Collection of customer information online  League Information collected NFL  Information provided by individuals  Identifiers: name, email, address, telephone number, date of birth; unique identifiers (username, password, SSN and other government identifiers if required, e.g. for awards) Demographic data and other protected categories: gender, race, ethnicity, sexual orientation Financial and commercial information: payment data, purchase history Real-time geolocation; precise geolocation Communication and marketing preferences Favorite team and inferences about preferences Audio, electronic and visual information (e.g., photos provided) Biometric data, if you opt for biometric authentication at the stadium; with consent and additional notice if required Information about your contacts (name, email) that you share; if authorized, access to your contacts, calendars and photos Search queries Content posted (comments, forums) Professional and employment information Education information Information that may be health-related (e.g., accessible seating) Correspondence, waivers, consents and other information sent Automatic collection  Device and network identifiers and technical data: IP address, MAC address, advertising identifiers, device type, browser, OS Usage: page views, links clicked, browsing journeys, application usage data Tracking and emails: cookies, pixels, tags, interaction with emails (opened emails, clicks) Social media (if linked): data received according to your settings and the platform’s policy Logs and traffic: server logs, stadium Wi-Fi traffic Video and audio recordings: CCTV and pictures taken or video recorded during events   NHL  Information provided by individuals Identifiers and contact information (name, email, telephone number, address, date of birth) Commercial information (payments, purchases, services) Demographic data (language, age, gender, race, ethnicity, household composition and income) Preferences (favourite team, favourite players) Photos and/or videos Content, feedback (comments, surveys) Contact information of friends Application data (resume, references, checks permitted) Automatic collection Activity and interactions (content viewed, bids, purchases, time spent, cookies, tags), access methods (browser, OS, IP address, browsing history before and after) Device information and identifiers (type, unique identifiers, local content if allowed) Location (GPS, Bluetooth, Wi-Fi, cells) Inferences about preferences Commercial information about transactions (e.g., timestamps) Collection from third parties Member clubs (ticketing, login credential, usage logs) Fanatics, NHL Shop, NHL Auctions (name, email, items purchased; marketing engagement statistics) Other business partners, public sources, commercial sources (data brokers) Connected social media (according to the platform’s settings and policies) NHL teams* Contact information: name, email address, home address, gender, date of birth, telephone number (e.g., ticket purchase, ticket transfer, account creation, inquiries, contests, promotions) Demographic data and preferences (age group, race, gender; preferred events, preferred products, e.g., surveys) Health data related to accessibility needs Video surveillance in venues (security; sharing limited by law) Anonymous traffic analysis and device counting (cameras, technological devices; Wi-Fi); statistics that can be shared with partners Depersonalized web analytics (Google Analytics); opt-out option Online advertising and/or remarketing (Google, Facebook, LinkedIn, etc.) through cookies; opt-out mechanisms (platform settings; DAAC) Geolocation through applications if enabled Social media: profile data and authorized interactions Technical data (IP, browser, OS, resolution, location, language, origin, keywords, pages viewed, data entered, ads viewed), identifiers (IDFA, AAID), connection information (operator, ISP, Wi-Fi); ability to recognize a device) MLB Information provided by individuals Identifiers and contact information: full name, email address, home address, telephone numbers, date of birth Security and authentication: password Payments: payment details Demographic data: demographic characteristics Content and recordings: voice recordings, audiovisual recordings Preferences and interests: information about your interests and preferences Activity and event related data: information requested for an activity or event (e.g., emergency contact) Sensitive personal information: as defined by applicable laws (e.g., racial or ethnic origin; health information such as disabilities or allergies) Automatic collection  Technical and usage data: IP addresses, device data, usage data Location and contacts: location data; contacts saved on your mobile device Collection from third parties Data from third parties and integrations: information provided by other companies if individuals connect their services * This data is collected about website users, people who visit venues, people who apply for jobs or participate in contests, people who submit drafts.   How leagues are structured Regarding privacy and personal information, we must look at how sports leagues are organized to understand who does what. In most cases, sports leagues are non-profit organizations or corporations. An entire framework of rules is built around these structures, defining both how governance is done and what business model is used. First, there are the articles of association and by-laws, which dictate governance, team admissions, voting rights, and the powers of the commissioner or board of directors. There are also the sporting and competition regulations regarding eligibility, game schedules, transfers, drafts, salary caps and cost control mechanisms. The leagues also adopt integrity and security policies against doping, betting and manipulation, harassment and abuse, as well as commercial agreements covering broadcasting, sponsorships, ticketing and data leveraging, among others. There can also be collective agreements with players’ associations and formal dispute resolution mechanisms. In this environment, the league plays a central role. It generally has the power to adopt, interpret and amend its rules; admit teams; manage expansion and relocation projects and changes of control; as well as the power to impose sanctions such as fines, point deductions, suspensions or exclusions. It also centralizes strategic commercial rights, media rights, trademarks and data, and it implements revenue-sharing policies designed to maintain a competitive balance between teams. Personal information: the roles of each Teams In day-to-day relations with athletes and customers, teams are generally the main point of contact. They sign contracts with players, sell tickets, manage subscriptions and operate online stores and loyalty programs. In practice, teams are often the ones that collect personal information, that explain what the information is used for, that decide what information needs to be collected and that put in place security and incident management measures. Teams must therefore be able to clearly inform athletes and customers about the purposes for which personal information is collected, the means by which it is collected, the categories of information collected, who receives the information, and the rights that  athletes and customers have. Teams must limit collection to what is necessary. They must ensure that information is accurate; they must obtain valid, manifest, free, informed and explicit consent for sensitive information such as health or biometric data; they must implement security measures adapted to risks; they must manage and report confidentiality incidents likely to cause serious harm; they must respond to requests for access and rectification; and they must stringently govern the sharing of information with service providers and mandataries. Athletes and customers often see the team as the true holder of their data. Leagues The role leagues play regarding personal information is more difficult to understand, as it varies depending on activities. When a league directly collects information from an individual, for example through an official application, a broadcasting platform or a transactional site for its own purposes, it must assume responsibilities comparable to those a team has. This is what MLB Advanced Media does, for example, defining itself as a “data controller” with respect to its customers’ data. But in many cases, the league acts behind the scenes. In some respects, it acts as a mandatary for the teams, negotiating and signing technology contracts, broadcasting agreements and other commercial agreements that will be used by the teams. In other respects, it acts as a service provider, offering centralized technology platforms, ticketing systems, data infrastructure and shared administrative services. Under Quebec law, these two roles—mandatary and service provider—are treated the same: The team can transmit to the league the information it needs to perform the mandate or service contract without having to ask for the consent of each person again, provided that a written agreement imposes clear measures to protect privacy, limits the use of data to the sole purposes of the mandate or service and governs data retention. The league must also promptly inform a team’s privacy officer of any privacy breach or attempted privacy breach and allow the officer to conduct checks. Also, teams and the league can always choose to base certain exchanges of information on the explicit consent of athletes or customers. However, such consent must be genuinely explicit, free, informed, given for specific purposes and presented separately when asked to be given in writing. Conclusion Although professional leagues are the ones in the spotlight, the same logic applies to amateur or non-professional sports organizations. In all cases, the relationship between the league, the team and the athlete or customer must be clearly governed from a privacy standpoint. Sports organizations should map the flow of personal information, harmonize the information messages they give to the those concerned, establish a standard agreement governing the sharing of information between teams and the league, provide simple mechanisms for access and rectification, and have key employees trained in privacy matters. Incorporating these points into articles of association, by-laws and team and league agreements will reduce risks and strengthen the confidence of athletes, parents, fans and business partners. Yet, a fundamental question still remains: Given that by law, data can only be collected for serious and legitimate reasons (necessity criterion), is the mass of information currently collected in the sports ecosystem really warranted? Sports organizations will have no choice but to delve into this strategic issue. 

A battle of the forms arises where two parties—often two companies—are negotiating the terms of a contract and each party wishes to contract on its own terms. For example, A offers to buy goods from B on A’s terms (the purchase terms), and B claims to accept A’s offer, but on B’s terms (the sales terms). At this point, there is no doubt that the parties have entered into a contract. But the question is, which terms actually apply? Purchasing, procurement and sales teams are often confronted with this situation, and if not managed properly, it can create a major blind spot in terms of risk. Some jurisdictions address this issue by applying specific principles. For instance, they may enforce the “first shot rule” or the “last shot rule”, whereby only the terms and conditions communicated first or last apply, while the others are eliminated. Other jurisdictions simply refer to contract law to settle such matters. Battle of the forms in Quebec Quebec courts simply refer to the general rules that apply to contract law, which are set out in the Civil Code of Québec1 (hereinafter the “CCQ”). Regardless of the means of communication used, a contract comes into force where and when the offeror receives acceptance of the offer. According to articles 1388 and 1389 of the CCQ, an acceptance sent to the offeror will only be deemed valid if it includes all of the essential elements of the offer. If not, the offer will be considered a counter-offer, which will be subject to the same terms and conditions, namely that the acceptance must include all of the essential elements. And if that is not the case, the response to the counter-offer will be considered a counter-counter-offer under article 1393 of the CCQ. This ping-pong situation can continue until the acceptance sent to the offeror is deemed valid. If a disagreement relating to the contract is considered “non-essential,” the courts defer to the parties’ common intention at the time the contract was drafted. Landmark decision: STMicroelectronics Inc. c. Matrox Graphics To this day, the landmark decision in this regard remains the decision in STMicroelectronics Inc. c. Matrox Graphics.2 In this particular case, there was a clause in the contract that required the buyer to acknowledge that the only courts with jurisdiction in the matter were the courts of the United States sitting in Dallas County, Texas: 19. GOVERNING LAWS: This contract will be governed by and construed in accordance with the laws of the State of Texas, and, in the case of an international sale of goods with respect to which the Convention on Contracts for the International Sale of Goods ("CISG") or any other law would otherwise apply, the Uniform Commercial Code as adopted in the State of Texas, and not CISG or any such other law, shall apply. Buyer agrees that it will submit to the personal jurisdiction of the competent courts of the State of Texas and of the United States sitting in Dallas County, Texas, in any controversy or claim arising out of the sale contract, and that service process mailed to it at the address appearing on the reverse side hereof by registered mail, return receipt requested, shall be effective service of process in any such court. On one side, STMicroelectronics Inc. was of the opinion that the above clause applied and that only the courts of the State of Texas and of the United States sitting in Dallas County, Texas, had jurisdiction. On the other, Matrox Graphics Inc. argued that it never explicitly or implicitly accepted the terms and conditions of STMicroelectronics Inc. At that point, the court examined the battle of the forms situation and had to determine whether the terms and conditions of STMicroelectronics Inc. or Matrox Graphics Inc. took precedence. The evidence shows that both parties’ representatives sincerely believed that their respective terms and conditions prevailed.3 The court concluded that the parties’ respective clauses complemented each other and could be read and applied together, as opposed to being mutually exclusive.4 The mere exchange of terms and conditions through purchase orders during each transaction was binding on the parties, and their silence regarding such terms and conditions was not exculpatory.5 Thus, the terms and conditions of both parties applied.6 The remaining question was that of the scope of Clause 5 of Matrox’s terms and conditions, which reads as follows: Terms and Conditions: . . . 5)  The Terms and Conditions will prevail notwithstanding any different or conflicting Terms and Conditions which may appear on any order acknowledgment submitted by the seller. The Court of Appeal judges indicated that this clause was open to different interpretations.7 The use of the word “prevail” in relation to conflicting clauses obviously required that there actually be a conflict between clauses. Matrox Graphics Inc. could not simply state that only its terms and conditions applied. In this case, the terms and conditions of Matrox Graphics Inc. did not include a clause regarding the courts’ jurisdiction  to hear a dispute. Thus, Clause 19 of STMicroelectronics Inc. applied.8 The court ultimately ruled that although STMicroelectronics Inc.’s Clause 19 applied, the wording of the clause was not sufficiently binding to force Matrox Graphics Inc. to litigate in Texas.9 Consequences of battles of the forms The following is a non-exhaustive list of the possible consequences of accepting the other party’s terms and conditions: A warranty that is longer (or shorter) than expected, or even no warranty at all. Unfavourable payment terms and legal proceedings in a different country in the event of non-payment. Unilateral changes to prices or requirements regarding products or services, or even potential penalties. Unforeseen transportation costs and terms and conditions. Restrictions on use or issues related to intellectual property. Deal with this issue in practice Here are a few tips to avoid confusion when applying the clauses of a given contract and prevent unintended interpretations of its terms and conditions: Negotiation of a master contract: Where there is an ongoing contractual relationship, negotiating a master contract is recommended to reduce the risk of ambiguity in the interpretation of clauses.  Addition of a clause in the purchase order: A buyer may include its terms and conditions of purchase in the purchase order and specify that only its general conditions apply to the contract. Alternatively, it may exclude any different or additional terms and conditions appearing on the seller’s documents. Although purchase orders are typically issued by the buyer, the seller may negotiate the addition of specific clauses to impose its terms and conditions of sale. Issuance of a confirmation slip: A confirmation slip is often sent upon receipt of a purchase order. It allows one party (usually the seller) to confirm acceptance of the order, while setting out the terms and conditions under which this acceptance is given. Just how effective this type of clause is really depends on how it is worded, so drafting it in clear terms that leave no room for interpretation is crucial. Outside Quebec: several possible solutions Any contract entered into outside Quebec may be subject to entirely different methods for resolving battles of the forms. In practice, there appear to be three widely accepted principles to address this issue. In Canada—with the exception of Quebec—the last shot rule is most commonly applied. According to this rule, the terms and conditions of whichever party is last to send or acknowledge the contract will apply. It is based on the general rules governing offers and acceptance. The landmark ruling in this regard was handed down by the Court of Appeal of England and Wales, which provided an essential clarification on this legal principle:10 In most cases, when there is a battle of the forms, there is a contract as soon as the last of the forms  is sent and received without objection being taken to it . . . In some cases, the battle is won by the man who fires the last shot. He is the man who puts forward the latest terms and conditions: and, if they are not objected to by the other party, he may be taken to have agreed to them . . . Another widely accepted principle is known as  the knock-out rule.  According to this rule, a contract is considered valid even where offer and acceptance do not perfectly match due to the differing general conditions. The terms governing the contract are those that are common in substance in the general conditions of both the seller and the buyer. The differing terms cancel each other out and are replaced by the default rules provided for by the applicable law. The knock-out rule applies in several countries, including the United States, France and Germany.11 The big downside is that, when applied, it generally excludes the applicable law clause, which is commonly found in both sales and purchase terms and conditions and sets out choice of forum and choice of law clauses that typically differ. The last of the three principles is called the first shot rule, whereby the terms and conditions contained in the first contractual offer prevail over subsequent ones.12 Although this principle is not as popular or frequently applied as the others, it is used and codified in Article 6:225 of the Civil Code of the Netherlands.13 Ultimately, it seems that each jurisdiction applies its own principle, with no particular one being regarded as superior to the others. Although Quebec does not apply any of the principles, it does seem to favour the last shot rule, which can lead to a ping-pong situation. In such cases, the challenge lies in determining which party sent the final version of the contract. Written with the collaboration of Me Laure Pinlon, Director of Legal Affairs at Luqia Technologies. Specifically, articles 1387 et seq. and 1425 et seq. STMicroelectronics Inc. c. Matrox Graphics Inc., 2007 QCCA 1784 STMicroelectronics Inc. c. Matrox Graphics Inc., 2007 QCCS 31, para. 26. STMicroelectronics Inc. c. Matrox Graphics Inc., 2007 QCCA 1784, para. 62. Achilles (USA) c. Plastics Dura Plastics (1977) ltée/Ltd., 2006 QCCA 1523, para. 24. STMicroelectronics Inc. c. Matrox Graphics Inc., 2007 QCCA 1784, para. 40. STMicroelectronics Inc. c. Matrox Graphics Inc., 2007 QCCA 1784, para. 51. STMicroelectronics Inc. c. Matrox Graphics Inc., 2007 QCCA 1784, para. 62. STMicroelectronics Inc. c. Matrox Graphics Inc., 2007 QCCA 1784, para. 126. Butler Machine Tool Co Ltd. v Ex-Cell-O Corp (England) Ltd. [1977] EWCA Civ 9 (25 April 1977), para. 62. Giesela Rühl, “The battle of the forms : comparative and economic observations”, (2003) 24:1 University of Pennsylvania Journal of International Economic, pp. 198 and 199. John Henry Davis, “Defense of the Battle of Forms: Curing the First Shot Flaw in Section 2-207 of the Uniform Commercial Code” (1973) 49:2 Notre Dame Law 384, p. 389. Burgerlijk Wetboek (Civil Code of the Netherlands), Book 6, Article 6:225.