Brick and Mortar Visibility

When we opened our studio business we had to learn a lot. Some of those things, were things that were a one and done.  Creating a name, an LLC, creating contracts, waivers etc. Or were they?

In this episode Cory reminds us that we should be revisiting our legal documents and what we should be considering as we look at  them.  As someone who works with fitness and wellness business owners, he knows exactly what we need, want and desire in our business. 

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A bit about Melissa: 
In 2009 Melissa Rose started her business, The Dancing House  in the basement of her home. There she taught the art of dance to students of all ages while her babies were right along with her in the pack and play.  With passion, resilience, and tenacity - she created a business that has become "The Highlight of Your Week" for her tribe, her team and her community.  

Along with running a successful brick and mortar business and an online dance membership,  Melissa is also a visibility coach for brick + mortar studio businesses. Guiding other boss ladies to a flourishing business that provides well for their own tribe - creating a legacy for themselves, their family and their community.  

When not inspiring or empowering, Melissa is a super mama of five kiddos, enjoys long hikes (without her kids) and playing in her garden.  

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What is Brick and Mortar Visibility?

Are you a brick and mortar business owner that has put your blood sweat and tears into creating a storefront that lights you up and serves your clients well only to be frustrated that you’re the best kept secret in town?

If you’re NOT hearing your new clients say, “I found you on Google!” then you’re in the right place.


I'm Melissa Rose—mom, business owner, and your straight-shooting visibility coach. I've cracked the SEO code to becoming the top choice on Google in my industry, and now, I'm sharing the secrets on this podcast. Get ready for stories, fail-proof strategies, and practical tips to elevate your brick and mortar presence to the top choice on Google.

So let's get real, because we're about to make your business, “The Only Option in Town!”

Melissa: When we opened our Brick and Mortar Business, we didn't open it so that we could deal with legal paperwork. We opened it because we love the art or the discipline or the practice. So when we have to talk legal work, oh, my, my shoulders just slump over. Right. But it's a necessary part of running a business. But today, we have a super fun lawyer on the show.

Melissa: Cory Sterling is all about helping that Brick and Mortar Business owner who specializes in health and wellness. He's here for us y'all. And he talks us through all the things we need to be thinking about from contractors, employees, to your liability, to rent, to even trademarking, and some other things. This episode you may want to save and you might want to share it with another business owner that you know, that specializes in health and wellness. Because this episode is jam packed full of things we need to be thinking about and revisiting. And he talks about that as well. So without further ado, I want to introduce you to Cory Sterling of Conscious Council. He is so much fun and he really breaks us down in a really easy way for us to understand the value of why we need to pay attention to all of this, y'all. So enjoy. This one is awesome.

Melissa: You've put your blood, sweat, and tears into creating a storefront that lights you up, serves your clients well, and contributes significantly to the community you love. You are my hero and I affectionately call you a rebel woman. Hey there. My name is Melissa Rose, a Brick and Mortar business owner with a handful of kiddos and a few passion projects that I head up like this one. I'm also your visibility coach and consultant for a service-based business like yours. I'm passionate about helping small business owners thrive in their community and become the only option in town for their industry. In this podcast, we're going to share the nitty-gritty of running a successful Brick and Mortar business by sharing stories, talking strategies, and learning practical tips to run a kick-ass business. Ready to be inspired, empowered, and equipped to create the small business of your dreams? Let's get real.

Melissa: Cory Sterling. Welcome to the Brick and Mortar Visibility podcast. How are you?

Cory: Melissa Rose, I'm amazing. I'm really excited for this conversation and I'm just... I can't wait to see what's going to happen when you and I talk for an extended period of time.

Melissa: Yes, Yes. Because you're in Canada, eh!

Cory: Oh, yeah, eh! I am in Canada as you can tell by the weather outside. I was born in Canada. I practice law in Canada. My my law firm Conscious Counsel has lawyers in the United States as well, but I usually am traveling around the world. So living in different countries, doing fun and interesting things. And my family has like a two week period where I can hit three birthdays.

Melissa: Okay.

Cory: So, yeah, my nephew, my dad's someone else's who I forget now. So like, I always try to, like, come back for those windows and, like, hit as many birthdays as I can. So I'm in Toronto now.

Melissa: Okay. So let's just talk a little bit about your story, because the reason you're here is for us Dance Studios, Yoga Studios, and Pilates Studios for this fun aspect of our business that nobody talks about. And that's the legal aspect. So tell us a little bit about how you got into this, why you got into this and why you're a little different and why people should maybe pay attention to you.

Cory: Okay. So very, very standard story, I would imagine, of being an interesting, athletic, outgoing, curious, adventurous personality turned lawyer, dum dum dum. And... and being like the opti- I'm an optimist. So I was like, 'Yeah, you know, law can be awesome. And there are some great things that I can do with it'. So I worked for a big law firm for a year and it was terrible. And then I worked for a small law firm for a year and it was terrible and I was about to call it quits. And I had a history working in sport management in the NFL and lots of like pro sports, not playing, but working... working for teams and for leagues. So I was getting... I was getting ready to go back to sports and I had lunch with a mentor and he was like, you know what, Before you quit on all of this law stuff, why don't you just try doing whatever you really want to do?

Cory: And I was like, 'Okay, well, what do I really want to do?' 'I want to travel the world. I want to have super cool clients who are making the world a healthier place and I want to have fun doing it'. And that was sort of the... the first year was the inception of this idea and then testing it out to be like, 'Okay, can this actually work?' 'Can I... Can I operate an online law firm working with health and wellness professionals?' And now fast forward almost six and a half years later and... and we're here and it's... you know, and I've worked with over a thousand clients in 50 countries. I've spoken at conferences all over the world about health and fitness for, excuse me, the legal aspect of health and fitness for different entrepreneurs and wellness professionals. So the party... Like I'm still on that same trip.

Cory: I started by booking a one-way ticket from Toronto to Copenhagen in 2017, and I was like, 'Okay, look, I'll just keep going until the money runs out'. And thankfully the money has not run out.

Melissa: Good!

Cory: So I get to... I get to keep going.

Melissa: I love that. Just... We could even just stop there and dive in on... taking part- Press pause wherever you are in your life. And what do you really want? Like what? What are those goals and things that you want in your life and how can you make it happen? We live in a world right now where and you're proving that you can... you can do this virtually. You can do this worldwide. You can do this as big or as little as you want. Sometimes we get so... As a lawyer, I would think too... In that box of we have to have this office, we have to be in this area. You have local clients or whatever. So you kind of... You broke the mold there and created your dream life.

Cory: Yeah, I thank... thank you very much. And what I can tell anyone who's listening or watching is that 'I promise you, if I can do it, you can... you can do it, too'. And if you can be a lawyer who becomes, you know... If you want to be a lawyer that works for Pilates, and Yoga, and Dance Studios and like, I don't know anyone else who really does this, thankfully. And...

Melissa: Yeah!

Cory: Yeah. And what I can say is that if you can... I believe that if you can combine those two worlds of an archaic industry like law with so many deeply entrenched practices and customs and how things have to be and you just find your own way to do it, what I've... what I've learned is that your clients will naturally find you. You will... You don't really have to make an effort. Probably in the first year of my business, I was trying so hard to see through work. I really like, tried to be people's lawyer and tried to find people, and then it really was only when I... I don't want to say turned inwards, but when I really focused on, 'Okay, cool, I'm going to have my marketing reflect who I actually am and what I actually do and not try to... I'm not going to write something because I think this is going to get me a client. I'm going to write this because this is what I actually think'.

Cory: And once you do that, then naturally the universe will just bring those people to you because you are being your authentic self and you're attracting the people who are attracted to that.

Melissa: I hope everybody heard that. So good, because we all get guilty of what the industry says we should say to attract our people. And we all have our own uniqueness that pulls people to us. And I'm a big a hands out person giving, you know, being who you are, giving... giving out, showing what you can give, providing value, you will find those people. Super exciting. I love it. You created your own blue ocean, so congrats on that, and congrats on being successful and being able to help so many people. So I want to dive right in because you have some great questions for me to ask you. So number one, what legal risks do dance studios or people in the health and fitness have when they might not know about? So what are those risks that they have that they might not know about?

Cory: The biggest risk that you are going to run is going to be, Risk of someone suffering damages or getting injured by virtue of working with you. I guess with dance, it would be a little bit unique because a lot of the participants are going to be minors. But if we're looking at Pilates, if we're looking at physical therapists, if we're looking at yoga, if we're looking at fitness or CrossFit or whatever it is, the biggest risk that you realistically run for your business. And it's sort of an invisible risk because it's not something that materializes or an issue that... that arises until it actually happens, but you're leading your class, you're doing your thing, everything's going along, and then there's some really, really unfortunate bad accident that happens and someone suffers significant damages as a result. And you're... you're... as because... At law, there's something that's called a Duty Of Care. And a duty of care in plain English just means that if you're facilitating an activity or a service, you have a responsibility to make sure no one gets injured or suffers damages by virtue of their participation.

Melissa: So very simply put, I have a dance school. I'm facilitating classes to come... for people to come, for kids or adults to come dance. One of them gets hurt and they... It's a bad accident... Because I organized the class and put up the schedule and accepted the money. I have the responsibility to make sure they didn't get hurt and they did get hurt So that's probably the biggest... The number one biggest risk, I would say mostly because the amount of damages can be very, very surprising, and can be high enough to, unfortunately, put someone out of business. So it's something that you have to turn your mind to, something that you have to think about and... and control.

Cory: I think another legal issue that's really important to talk about is when you have a team who's working for you, whether or not they're contractors or employees and understanding the ramifications of how you classify them as such. Because I've seen a lot... a lot... a lot of studios be bitten in the butt by misclassifying and running into troubles and issues around that.

Cory: And then probably the third thing that I think would be aware about would just be brand protection and trademarks. I think that's something that... it's very rare that the trademarks that I'm registering for clients are... Someone coming to me, they're like, 'Oh, I really want to register my trademark. I think it's time'. A lot of the time it'll happen that, they see someone else in the marketplace who's copying them or something similar, then they'll panic. Then they'll send me an email or call me and then I'll do, you know, do the necessary search. And hopefully, that mark is still available. But if you've got an established business and you're working and you have an online presence and you plan on using that particular... Your word or your logo or whatever it is for a long period of time, then I think being proactive and investing in a trademark makes sense. So those are probably like the major three things that I would... anyone who's listening that I'd want to sort of put on their radar and have them think about.

Melissa: Okay, so we talked about the injury thing, so we have a waiver. So what should we make sure our waiver is talking about? Or can you talk what needs to be included in that waiver of liability?

Cory: Yeah. So the waiver of liability is sort of the magic document that will limit the liability that you have by virtue of facilitating all of these activities. So the duty of care exists. And one way to sort of negate and nullify damages suffered would be through a waiver of liability. And the concept is really simple. So, okay, you're a dance studio, I'm coming to dance there. You have a responsibility. I don't... That I don't get injured. But before I participate in the activities of a dance studio, you have clearly told me what activities we're doing, what equipment we're using, what the risks are, how those risks can materialize. You've made sure that I'm healthy enough, that I'm voluntarily participating. And as a result, if any of those risks materialize and I suffer any of those damages, I will not hold you responsible.

Cory: And that's essentially what the function of a waiver does. It says, 'Okay, normally I would be responsible if you got hurt, but because I did such an awesome job of telling you... in as much detail as possible what we're doing, how we're doing it, where we're doing it, what the risks are, what can happen, everything that I mentioned', then you are not going to be responsible.

Cory: And the big things... the big takeaways to understand about waivers of liability in a very practical sense, and what can you implement today would just be making sure that you do a very, very good job of describing the specifics of the activities that you do, the specifics of the equipment that you use, the specifics of the injuries that could materialize from doing that. Because as a lawyer, I've been hired a lot of times to draft waivers of liability. And I've been... And I've been hired to challenge waivers of liability. So I've been on both ends.

Melissa: Yeah!

Cory: And I can tell you, when you're looking at a template, you know, copy template from someone, it takes me less than 5 seconds of going through it to be like, 'Okay, this is sort of garbage and let's continue moving forward with our claim for tens of thousands of dollars. Whereas if I come up against a good waiver of liability, I'm sort of like, 'This is going to be really, really difficult'. And so... Because as a lawyer, you're always advising the client of what is the chance of success. And I do more work with studios than I do with people who are... who get injured because I wouldn't really do personal injury work.

Melissa: Right.

Cory: But I've... I've seen both. And I can even tell you with... Even within my own clients, when an issue comes up and the client is giving me a random waiver of liability that I know was not drafted by a lawyer who understands the industry, I'll tell them right away. I'll be like, 'Look, our legal position is not that strong' because as a lawyer you're always thinking like, 'If I was the other side, what would my argument be'.

Melissa: Yes!

Cory: So I look at them like, okay, if I was... What... What are they going to come at us with? What are they going to say? And when it's a crappy waiver of liability, it's very easy to come up with something. And if it's a very well-drafted waiver of liability, it's difficult. And then sometimes that can mean someone moving forward with legal representation or, you know, elevating a Form Of Dispute to the next level. So it's... It's really important that it captures your business. The specifics of your business, what you do, what the risks are, what equipment you're using, if it's online, if it's in-person, if it's prerecorded, all of that sort of stuff, everything should be included in the waiver as best as possible.

Melissa: So good, so good. So the more detail, the better. The moral specifics... Awesome. Awesome. Okay, You hinted at employees and contractors, the difference, and playing that in there. Talk to us about that.

Cory: Okay. First I'll talk about what the risks of misclassification are because there's a very and I just came from a meeting that I had with a client who was actually on the scale... was much more diligent than normal because she understood the risks of misclassification. So the big thing that you have to understand is, okay, what's the problem? The problem is that we have a whole bunch of workers we're choosing to call them contractors because it's cheaper, easier, less bureaucratic, all of those things.

Cory: What's the problem? The problem is that, A, there can be serious issues that arise with these workers, in which case they may have a stronger legal position than you. Legal position is everything. Legal position is... Something happens, what documentation do you have to support your particular side? How at risk are you in this situation and how strong is the other person's case? You want a stronger legal position because that gives you more power and leverage when you're in some form of settlement or negotiation stage. Whereas if you have a weaker legal position, the other person gets to decide. Imagine either being a driver, passenger in the car.

Melissa: Okay.

Cory: In a legal situation, you're always going to be one or the other, and you always want to be driving the car to determine the speed and where you're going and all that stuff. So the two risks that you run in for misclassification, one can come from the workers themselves and the other can come from some form of governmental tax authority like the IRS or maybe, you know, some sort of state tax issue problem. And in Canada, it's called the CRA.

Cory: So the issue is that it's easier to call people contractors, but often studio owners in the health and wellness space will call people... they'll... Even if they treat them like an employee, they're going to call them a contractor because it's easy to do so. But if you look at the agreement that signed and if you look at the way that the services are actually being provided, it's very clear that this studio or gym or dance studio or, you know, chiropractors, whatever it is, is really treating these workers like employees. And what governments are trying to do is protect worker rights and saying, 'Okay, if you're going to be calling someone a contractor, treat them like a contractor'. And if you call them an employee, great, because you're paying state benefits and you're paying, you know, you're deducting taxes for them and they're protected by all of the different statutes related to employment law.

Cory: And so the first thing to know is that A, it's always a jurisdictional text... A test, excuse me. So it's going to be based on what state you're in. There's going to be a unique test to determine whether or not someone is a contractor or an employee. And there's a large variance between different states with California being the most extreme. And I don't know which is the least extreme. I always say Texas, just an example. Should expect like Texas and California, are always on different ends of the spectrum.

Cory: But I have a lot of... We have a lot of clients in Texas, and I've looked into contractor legislation around that. And so it's gon- The first thing you've to know. It's going to be on a state by state basis. And then the test is always going to be the degree of control that you have over the way the services are done. So let's see, let's just take a dance studio as an example to understand what is a contractor and what is an employee.

Cory: A classic employee in a dance studio would be someone who's working the front desk. So maybe you're saying, 'Okay, you have to be there Monday to Friday from 3 p.m. to 8 p.m.. Your job is going to be organizing the kids and getting them into the different rooms. And if you're onboarding a new client, you have to do this and you have to do that. And you know, every 4 hours of work you get a 15 minute break' and all those sorts of things. You have 100% control over that worker. That person is... is an employee. As opposed to a contractor where if you're a dance school and there's a 6:30 jazz tap class or a tap class...

Melissa: Well done with your terminology.

Cory: This is what I do. Do you remember hip-hop dance? Hip hop's like...

Melissa: Okay.

Cory: A lot of my buddies love hip-hop dance. They go dancing.

Melissa: Yes, yes. All right, So we're taking a hip-hop class, a teacher showing up.

Cory: Yeah. The teacher shows up, like, I don't know, Jay-Z's playing, this is fun, we're having a good time. And this teacher, they gave us their schedule of when they're available to work at the start of the month. So they make their own hours. I don't tell them anything about how to run a hip-hop class. I'm not giving them any administrative duties. You come in, you teach the class, you're going to be amazing. Then you leave and that's it. You send me an invoice for the work. You go to the studio across the street to also teach hip hop. You go in there, that's a classic contractor. You're not... You're not controlling anything about what they're doing. You have a business which is offering dance services and activities to your clients. They are a provider of dance instruction. They come in, they do their thing, they head out. It's all good. Very, very standard contractor. Now most...

Melissa: Thank you for breaking that, breaking that down and making that really easy to understand because I think that's one of the biggest questions I get at helping studio owners and helping brick and mortar in the fitness and health and like... What? What am I hiring Melissa? Fitness... Am I hiring that contractor am I hiring that W... W-2. So thank you for explaining that and how that works.

Cory: Yeah, I'm happy to. The 1099 W-2 question's always a tricky one. And in practice, what we'll find, what I find is usually it's... What the studio is doing is a mix of the two things that I said, which is why this is so convoluted and challenging.

Melissa: Right.

Cory: Because you're like, 'Okay, well, I want the teacher to come 10 minutes early and stay 10 minutes late. And, you know, we want all of our... all of our... Anyone who comes to do hip hop with us, we want a similar experience. So we always open up with... Okay. So we always start with Thriller by Michael Jackson.

Melissa: Right.

Cory: And then we get into Beyoncé 711 and then whatever. We are doing this stuff together. And so it usually ends up being some sort of hybrid about that.

Melissa: Yes.

Cory: And my advice to any studio owner or business... business owner who's listening where this is relevant. It applies in yoga, in physical therapy, in pilates, and in personal training, and all that stuff. Make sure that you have a written agreement that is drafted as specifically as possible... for some for not having control. So they make their schedule, they pay their own taxes and they're sending you the invoice, they can do whatever they want in the class, all that sort of stuff. So yeah, I hope... I hope that... that information is helpful in navigating the situation.

Melissa: Yep. Yeah. Okay. You have a question here. What has changed in the law in 2023 that we need to know about?

Cory: Wow. So in... in... Yeah, no, there's...

Melissa: Cliff notes!

Cory: Yeah, cliff notes... Okay, cliff notes... Basically what's changed in 2023 is mostly the way that services are provided. So one thing that I always say... And when I sa- There hasn't been... Other than the California privacy laws changing, which... unless you're a lawyer or someone who is in California and really affected by it, like, it has- There hasn't been like a brand new piece of legislation where everything's different. But I think by that question, I meant is, for a... For a small business owner in health and wellness, what's different about 2023 than other years?

Cory: And so ensuring that what I would say is, a couple of things; One is that I believe the test for contractor-employee has gotten stricter and I think that there's more attention that's paid to it now than it's been before. I think really the biggest change across the board is that the way that... even... And I know, especially in Brick And Mortar Studios, the way that we offer our services now may be different than how we've been doing it before by virtue of just how much the world has changed. So what I always say to clients if I'm onboarding a new client or if I'm speaking with someone who I've worked with for years is, you always want your legal documents to reflect your current relationships.

Cory: So if you've... If you ran your studio a certain way 40 years ago and you made all these changes and you had to adapt, and like, even now, maybe in 2023, doesn't seem like you've made changes. But if you look how different you were to maybe the last time you got customized specific legal documents by a lawyer who understands the industry, probably a lot has changed. And so you have to realize that your business has changed, but technically, your legal relationships have not changed.

Cory: There's sort of time frozen by each rendition of a legal agreement that you get done inside. And so where I find myself in 2023, in the first quarter, at least so far, like thank God everything's good, and it's nothing crazy. But I find that most of my work is helping studios catch up and update their agreements to reflect the relationships they have or the relationships they want to have.

Cory: So as an example, probably because of the pandemic or maybe or not, monthly recurring revenue memberships are now higher than they were before. And there are certain consumer protection laws and rules that you need to be aware of when you're accepting monthly recurring payments and the refund policies about a monthly recurring payment is different. And I don't want to get too granular, but I'm just giving...

Melissa: No, yeah, yeah.

Cory: Yeah. So the refund provisions around a monthly recurring payment are going to be different than if someone's coming in or just buys one month or whatever it is. So a lot of what it's about is making sure that your documents have your business set up to succeed, that you're not, A, exposed to liability for all of the different ways that you may be operating. B, you have the right classification for workers. C, the... The agreement you have with your clients is updated to reflect how you're accepting money and how the rules around that are might be.

Cory: And then also privacy rules. I don't like to talk about privacy rules a lot because A, like, I'm not a privacy lawyer, and B, privacy is super boring. To me, it's like going through privacy policies in... California came out with this new legislation. So like I read through it and there's other... other lawyers at the team at Conscious Counsel and like we were talking about it and it just puts me to sleep like its... there's nothing... there's nothing interesting about it, but it's really important in 2023 because it... Now... Now let's say I'm a Brick and Mortar studio in 2018. I'm probably not sharing any of the personal information I collect from my clients with too many sources.

Melissa: Right.

Cory: It's probably... You're coming in, you're putting your credit card in the terminal and I'm charging you.

Melissa: Yep.

Cory: Now, it's like, with mailing lists and with social media and with Venmo and with PayPal and with Stripe and with everything. It's like we're always... We're collecting information from our clients and we're shooting it out into all these different avenues. And you need to be protected when you're doing that. Because if... If along the chain somewhere the privacy gets violated and someone's account gets hacked and like... There's some stat like 60-something percent of small businesses that, excuse me of... Of all online hacking that takes place for businesses are for small business owners with like 1 to 4 employees. It's... It's something like that. Like that's a particular target group.

Cory: If... If in the event the information is compromised and I know you never think that you're going to have to rely on that privacy policy, but like, if the information gets compromised and someone is asking you questions or wants to see something and you don't have a proper privacy policy, you have a significantly weaker legal position and you could be at risk and liable to pay for damages as such. So I'm... I'm trying to keep this light and fun.

Melissa: Yeah.

Cory: So like maybe... maybe I shouldn't have chatted about privacy. But in... in 202- Long story short, in 2023, it's important that if you share anyone's personal information with any third parties, which like if you sit and think about how many other companies or businesses you actually share that information with, then, you need a proper privacy policy just to show privacy policies are only about compliance. Like, you check the boxes. I did all the things that, you know, that I have to include in a privacy policy. And so much of law is less about what happened and more about what you were able to prove happened. So if you have proof that you had the appropriate, you fulfilled all the requirements of what... what constitutes a proper legal privacy policy and something happened, you're going to be okay. Whereas if you don't have that stuff, then there could be a significant problem that arises. So that's 2023.

Melissa: How often should people be looking at their legal documents? Is this a yearly thing? Is this a five-year thing, or when should we be revisiting it?

Cory: So I... At... At Conscious Counsel, we do quarter... we offer quarterly reviews to our clients.

Melissa: Oh, wow.

Cory: Yeah. So every three months, just so, like 10 minutes. 'Hey, what's up? What are you up to? Is there... What are your plans in the future?' Because often if you're making a change or opening a second location or doing something different, you don't want to wait until you've done it to speak to a lawyer.

Melissa: No.

Cory: You want to have some sort of game plan. It's like... It's exactly like your accountant or other professional services.

Melissa: Sure, okay.

Cory: So I think every quarter it's for like... for 10 minutes. It's... it totally makes sense to do it. But the real answer to your question would really be two things. If you're not like in a proactive state, one would be, you need to review your documents when the law changes. So you need to have some relationship with a lawyer or law firm or pay attention to this stuff to realize when the law changes. Because when the law changes, your documents have to change to be right and to be... to keep you protected.

Melissa: Okay.

Cory: And then secondly, you need to review your documents when the services you are offering change or the things that you're doing change. So, for example, if I'm a... If I'm a dance school and I have a general waiver of liability, like my dance liability waiver that I've always been using, okay. And then I start offering, the only thing that comes to mind for me is like Patrick Swayze in...

Melissa: Dirty Dancing.

Cory: In Dirty Dancing, like, let's see if we do like partner lifting.

Melissa: Sure.

Cory: In a little bit, it's acro yoga.

Melissa: Yeah.

Cory: So now it's a new activity. It's a new risk. First thing, that class sounds awesome, maybe...

Melissa: Acro Yoga sounds awesome. Yes!

Cory: So, let's see, now, my studio is offering a new class that's partner dancing, that involves jumping or aerial or flipping or whatever.

Melissa: Yes!

Cory: Your waiver... Your waiver has to reflect that. Because if someone let's say I sign a waiver that just had jazz, hip hop, contemporary dance, and... Okay, cool. Yeah, I signed a waiver for all those things. Suddenly I show up to class and now some random person is lifting me up over their head and I fall, and land on my neck. I never agreed to that.

Melissa: Yeah.

Cory: And then in som- In that case, it can be like you don't have a waiver of liability at all.

Melissa: Yeah!

Cory: So if what you're doing changes, you need to update your agreements. If the laws change, you need to update it. But like have a relationship with your lawyer and just like every three months, have a ten minute conversation like, 'Oh, you know, everything's status quo, keep going', or 'I'm looking at expanding to this online programing or whatever it is that you are looking'.

Melissa: Sure. Awesome. Wow. Thank you. This is a lot. This is good. Trademark. Just... I want to just talk about that a little bit because that's come up in my business... People have said you should trademark that and I haven't. Why would somebody do it? And when should somebody do it?

Cory: Very... You're living on the edge here, eh? First thing, don't listen to other people.

Melissa: No. Right.

Melissa: Take it as a rule, if someone's like, 'You should trademark that'. They don't really know. Okay.

Melissa: Exactly!

Cory: So when the question to trademark is and like, I cou- I could spend, I really could spend one hour...

Melissa: Yeah, I'm sure you could.

Cory: Just telling you horror stories about people who didn't trademark and how much they regret not trademarking. But I not... I'm not going to. But I'll answer the questions that were posed. No, really, I've seen some...

Melissa: Interesting.

Melissa: It's only bad stuff because this is our life. Like I would imagine your studio comprises, I don't know, a very large percentage of the energy that you spend, how you're spending your time, the amount of money that it brings into your life. Like so it's significant. So that's why... They are not horror stories like something terrible. But for your business, it can be something really challenging and often destructive. Okay. I always go with something called the Marriage Test slash the Tattoo Test. So if you've... if you... If you were like... Let's say... And a trademark... Just to define a trademark for everyone who's listening or watching.

Cory: A trademark is either a word or a series of words or a logo with words or just a logo on its own. And it is something that is uniquely yours. And when anyone sees that word or those series of words or the logo, they know, 'Oh, you know, I've seen New Balance. So they see an N and B in this particular design and no one... Let's say they registered this design for a trademark. No one else is allowed to use that because the world knows that when they see this, it belongs to New Balance. So you can think the same about your studio name or your slogan, or if you come up with a really cool name for a class that's, you know, doing well, and has a lot of traction.

Cory: So basically, if you feel strongly enough about this particular mark that A, you would get a tattoo about it because you're like, 'I'm in for life, this is me, doing it' or B, you feel strongly enough like you would get married to this... this mark. Then for me, at that point, it makes sense to do it.

Melissa: Okay.

Cory: Okay, so the thing that you have to know is, oh, that's when... when would I do it? So it's when you love it so much that you know that you're building your business and going to be spending years of your life around this.

Cory: The fun little bonus is that when you trademark something, it becomes an asset of your business. So in the future, if you want to sell your business, having a trademark, you know, having the most important aspect of your business, which could be the business name or the logo, having that trademark when you're selling your business, that's going to be included in the list of assets, and that will highly increase the value of the sale. Because imagine if I'm buying your studio, and your name isn't trademarked and you didn't do it properly and you're operating for six years using the wrong name, and someone in another state actually has registered it federally. Now I'm running the risk that the biggest piece of goodwill around this transaction is not properly secured. So now I'm going, you know, and I've seen... I've seen prices drop like between 30 to 40% because a trademark was not filed for a particular asset.

Melissa: That's cool.

Cory: So that's like a little bonus thing of like... For all these things, it makes sense.

Melissa: Yeah, yeah.

Cory: And when you register a trademark, you have exclusive use, which means that you're the only one who's allowed to use that mark for the particular goods and services that you're using. And you also have enforceable rights. So in addition to being the only one, if you see someone else copying you or borrowing something from you or basically copying what you're doing, you can send them a letter and say, 'Hey, I've got registered trademark ABC123. You are doing the exact same thing that I'm doing. If you don't stop this in 14 days, I reserve the right to come after you, plus lawyer fee plus interest plus everything' And if it's pretty clear cut. You'll almost always see compliance with that.

Cory: Everything I've shared has nothing to do with the horror stories. All of the horror stories have to do with someone who had a good business for a lot of years and had money and could have invested and just trademark slipped their mine and whatever happened and they never registered. And then one day out of the blue, even if they... Let's say they've been around for 14 years.

Melissa: Right.

Cory: Out of the blue, they get an... An email or a letter from the law office saying, 'You know, I see that you're operating with this name. I represent my client who successfully received their trademark certificate for the following mark', you know, usually it's like a month ago or two weeks because they were just waiting for the process to be finalized. You know, your use... your unauthorized use of this... Of this mark is causing us damages and confusing the public. And therefore, you have 14, 21 days to change your website, change your marketing, change everything.

Cory: And so I've really been through that on multiple occasions with clients where everything's awesome, you're cruising, you're trailing, you're own fun...

Melissa: Yeah.

Cory: And then out of nowhere it's like, what? Even... Even though I've been using this longer than the other person...

Melissa: Yeah.

Cory: They have the trademark and this is the caveat that I'll explain. So if you've been using a longer they've got the trademark and now they have the legal, the superior legal...

Melissa: The power.

Cory: Yeah. And so they're in the driving seat and you're in the passenger seat. The thing that happens is if you've been using it longer than how they register, you can initiate proceedings to challenging... challenge an existing challenge and existing marks. But the longer they go on in the process, especially getting the actual trademark registered, the more difficult it is, the more expensive it is, the longer it takes. And the thing that you have to know is that ultimately part of this solution is going to be you registering the mark. Like the USPTO will not allow you to challenge a mark that's in progress or an existing mark or anything until you yourself have even registered it.

Melissa: Okay.

Cory: If they've already... If it's already been cleared for them and they've gotten, you know, a trademark number and a certificate and all that stuff, it an... It's an uphill battle. It's like that degree of difficulty.

Melissa: Yeah.

Cory: It's like really super uphill and it's going to cost you tens of thousands of dollars and take years.

Melissa: Wow!

Cory: So trademarking makes sense. And it's like you're on cruise control and everything's awesome and you don't think that it will happen. But these are the things that I deal with. I would say it doesn't happen to a high percentage of my clients. It's not something that... It's not like once a month I'm dealing with one of these cases, but a couple of times a year I do. And every time it just makes me sick because it's like, 'If you just, you know, if you took care of this while things were good, then we wouldn't be in the situation'. And sometimes, it's as simple as that.

Melissa: Yeah. Wow. You have made it clear that we need to be in the driver's seat. So thank you for your wisdom and for sharing that. You are a lawyer that helps health and wellness businesses worldwide. So you are able to help no matter where we are, right?

Cory: Yes. Well...

Melissa: Lead us into that a little bit, like tell us who you can work with. Pinch yourself here.

Cory: Yeah. Oh! I... I won't even pinch myself. I'll explain the jurisdiction question first, because I think it also touches on like, why does it make sense to work with lawyers who understand health and wellness?

Melissa: Right.

Cory: So I'm called in British Columbia and I can practice in Ontario, in Canada, and we have a lawyer on our team right now who's called in Pennsylvania, and can practice in New Jersey. Now, the thing about all these different areas of law is that there is no piece of legislation called, like the Dance Owners Act... you know... Wisconsin 2023 that goes over all of the details of what... what rules a dance studio owner has to follow.

Cory: All of this falls under the umbrella of, you know, basic corporate small business corporate law. And there's not specific legislations about that. So like I don't- Our firm, we don't do anything about tax, we don't do anything about estates. I don't do anything about real estate. There's like... we might... Really my business is drafting six or seven types of documents. And so what... What makes us different, firstly is like, we make law fun. Which I'm super proud about. We're... We're lawyers and we're real people. So like everyone who I work with is a real person. That's like, no 'robot lawyer speak', not making things confusing, not convoluting or not... I just understand my clients because I'm one of them. I mean, I'm not a dance studio owner yet...

Melissa: But with that yoga acrobat like acro yoga, you might.

Cory: Yeah, there's, there's a lot of that stuff. But yeah, I just get along with my clients and I've done this for six years now, and I've worked with over 1000 different health and wellness professionals, so I understand very well what issues your business is going through. Like again with the waiver... At this point, it would take me a very short time to understand exactly what you need for that. The same with the membership agreement.

Melissa: Okay.

Cory: The same with designing an independent contractor for a studio. Whereas you could go to a lawyer down the street who I'm sure is awesome. I hope. I hope they're all awesome. But they're probably... They probably don't have experience of working with a lot of studios and understanding the structure of how the scheduling works and what the industry is and what people want to see and what they mat- what matters to them. So yeah, I think for all of those reasons we have, you know, thankfully a growing legal practice and yeah, and we... we really... It sounds so cliche to say we care about our clients but the... I'm operating on a Pay It Forward model and my Pay It Forward model is that everyone who I work with has heart leaning and everyone who I work with is making the world better in a place that is aligned with my personal values.

Cory: So you're a dance studio. You're... You're getting kids to do exercise and understand team building and discipline and all those wonderful things, like amazing. By virtue of me supporting you and me helping you protect your business, you are going to be able to expand and grow and be more successful, and you're not at risk of being shut down. And so, you know, in... In that area of Wisconsin, I know that there are going to be happy, healthy little children dancing. And so that... That's the responsibility that I accept with each client. It's a lot of responsibility in a lot of ways, but it's a lot of fun. And I really... I want to see my clients succeed because I know that they're making the world a better place. And, you know, for me, just traveling the world, being on a laptop, if I was doing something for myself, I wouldn't be able to have that sort of impact. So I'm trying to show people that something as mundane and boring yet absolutely essential, like Law, can be done in a positive, loving, easy, fun way.

Melissa: How can people find you, Cory?

Cory: You can find me on the show notes. Also, my email address is The Instagram for our law firm is Conscious Counsel, and you can just say, What's up? My name is Corey Sterling, CORY. You can just throw that into Google and put in like Cory Sterling lawyer. And I'm sure a whole bunch of things will show up. And just if you listen to this and you are fun, just send me a note and say hi...

Melissa: Yeah.

Cory: And I'll be happy to chat and meet you and hear what you're up to and how you're making the world a better place.

Melissa: Awesome. Awesome. Thank you so much. This is really insightful. I have my notes here and I look forward to chatting with you in the future about this. And I know, I know our people really took a lot of value out of this because this is not talked about a lot and it's... it's super foundational to our business and helping us thrive. So thank you, Corey, for your time. I appreciate it.

Cory: Melissa. Thank you for having me.

Melissa: You're welcome. You're welcome. All right, everybody, check his... I will have all the links in the show notes, as he said, and check them out on Instagram. Say hi and we will be back here with another episode next week. All right. Take care. Piece, bye-bye.

Melissa: Oh my goodness, you're still here. You are so awesome. So here's what you're going to do. Number one, you're going to click that follow button so that you can get the latest episode of Brick And Mortar Visibility every week. Second, leave an honest rating on Apple iTunes. This is how more people can know about Brick And Mortar Visibility. And number three, come on over to Facebook into the Rebel Women Tribe. The link is in the bio. This is where I hang out and share with you every week the nitty-gritty of running a studio business. I share with you the tips, tools and strategies that are working right now in my business to help you in yours. It's real, it's raw, it's unfiltered and it's fun. So come on over. I'd love to meet you.