

“Free” as in “we own your IP” - 4mnt
http://www.brendangregg.com/blog/2014-05-17/free-as-in-we-own-your-ip.html

======
greenyoda
_" The average person reads at 250 words per minute, and slower than that when
reading and comprehending on-screen text. This was part of a 6082 word
agreement, which would take at least 24 minutes to read."_

Is any court going to take seriously the assertion that clicking on "I agree"
underneath a 6082 word agreement really establishes a binding contract to
transfer intellectual property? Doesn't a contract require a "meeting of the
minds"[1], i.e., _intent by both parties_ to enter into the contract? In this
case, it would seem that the person who agrees to the TOS will have been
tricked into accepting an unusual condition that's not generally part of such
agreements. (If a delivery person asked you to sign to indicate receipt of a
package, but buried in the fine print was a clause saying that you were
transferring the title to your car to FedEx, would that be a valid contract?)

[1]
[https://en.wikipedia.org/wiki/Meeting_of_minds](https://en.wikipedia.org/wiki/Meeting_of_minds)

~~~
chc
The term you're looking for is "contracts of adhesion," and yes, courts do
acknowledge the potential for unfair treatment there. (That isn't to say that
they'd strike this particular clause — just that they do recognize and account
for the power inequality inherent in this kind of contract.)

------
gameshot911
I'm not sure I understand what the fuss is all about. The language is included
to avoid a situation where a user suggests an idea (that may or may not have
already been planned / considered / in development), and then wants to get
paid when the feature is eventually released. Seems perfectly reasonable to
me.

~~~
dtech
He has a problem with the _transfer_ of IP. He quotes a ToS clause from
another company with grants a _perpetual free license_ to your idea, which he
has no problem with.

With the "transfer-style" clause you could submit an idea, an then be sued if
you use your own idea yourself. That indeed seems strange.

------
misframer
FYI, it looks like it's Datadog.

[https://github.com/DataDog/dd-
agent/blob/master/packaging/da...](https://github.com/DataDog/dd-
agent/blob/master/packaging/datadog-agent/win32/install_files/license.txt)

~~~
kmfrk
With line anchor: [https://github.com/DataDog/dd-
agent/blob/master/packaging/da...](https://github.com/DataDog/dd-
agent/blob/master/packaging/datadog-
agent/win32/install_files/license.txt#L53).

~~~
judofyr
Permalink in case they change it: [https://github.com/DataDog/dd-
agent/blob/f911dd8955dd13aae1d...](https://github.com/DataDog/dd-
agent/blob/f911dd8955dd13aae1da2a08a961d6a177eaa76d/packaging/datadog-
agent/win32/install_files/license.txt#L53)

------
cs02rm0
Are there any resources for startups looking for a set of sane, standard T&Cs
without forking out for a lawyer?

~~~
buro9
You can freely copy pretty much anyone's as legal documents are not covered by
copyright.

However, the problem there is that doing so may result you not having the
protection you believe that the documents offer you. The false sense of
security is now worse than just not having documents as you probably won't do
anything to fix it and won't be aware of the risk.

We've put our legal docs online: [https://github.com/microcosm-
cc/legal](https://github.com/microcosm-cc/legal)

Copy them if you want.

They are for discussion forums, a community CMS service. Broadly they consider
a site admin to be the owner of a database/collective work and has database
rights, that an individual owns their content but grants a right to the site
admin to include that content in the database/collective work into the future.
They allow the end user to request deletion of their profile (but acknowledges
the data that forms part of the collaborative work will remain). And they
dissolve the platform of any liability arising from the content. They place
some obligations on the site admin to reactively moderate and handle
reported/flagged content within some reasonable (24-48 hours) amount of time,
and includes a policy of automatic escalation and content removal (from public
view) for flagged content that isn't handled by a site admin. It allows for
monetisation via charging for services or referral fees.

~~~
aragot
> You can freely copy pretty much anyone's as legal documents are not covered
> by copyright.

Can you really? Any reference?

Personal answer: No, copying TOS for your own website infringes their lawyer's
copyright. "Documents written by a lawyer are protected by copyright as much
as the work of any other writer"[1]

In the next season: Can we patent a particular way of protecting your
website's legal rights ;) ? That would be great fun. We should patent the
cease-and-desist letters, unfortunately there is far too much prior art on
those...

[1]
[http://www2.mnbar.org/benchandbar/2007/apr07/drafting.htm](http://www2.mnbar.org/benchandbar/2007/apr07/drafting.htm)

~~~
buro9
Ah, you are correct for the US:
[https://chillingeffects.org/copyright/faq.cgi#QID757](https://chillingeffects.org/copyright/faq.cgi#QID757)

You can indeed use our documents though and I'll add a licence to the repo to
make that clear (after speaking to the lawyers involved first to ensure the
licence I choose is the right one).

------
scotty79
If I don't read the phrase "By clicking you agree..." am I still agreeing when
I click?

~~~
loceng
It's an interesting situation. It could be assumed that everyone sees that,
and then perhaps not require proof that the person saw that statement. However
if you apply that same logic it could easily be assumed people aren't actually
reading the Terms, and so how could that be allowed to be binding? It is
technically possible to have a time-check to see how long someone has spent on
a Terms of Service page (if any at all), so there couldn't be the excuse that
it is impossible otherwise. I suppose it would come down to a judge deciding
who should be allotted more protection, and hopefully for the benefit of
society. I imagine there must already be case law that says one way or
another.

------
qwerta
I just have two semesters of law at accountancy school , but I would recommend
it to everyone.

Similar paragraph is pretty much every where, including GMail in less strong
form.

~~~
brendangregg
The _transfer_ of IP Rights? From what I've seen it isn't everywhere - I've
checked many performance monitoring agreements, and agreements of other
software. Many performance monitoring companies require you give them a
license to your ideas. But a few go further than that - and want to transfer
the IP rights as well. Why go that extra step? Very successful monitoring
companies haven't needed this.

Ultimately, our lawyers said "no" to this clause.

~~~
qwerta
This is from gmail license:

When you upload ... you give Google (and those we work with) a worldwide
license to use ... modify, create derivative work. The rights you grant ...
are for... improving our Services, and to develop new ones. This license
continues even if you stop using our Services ....

~~~
serge2k
That's very different. I license Google to use my idea, it is still my idea. I
can still do whatever else I want with it.

If I transfer it then it belongs to Google now.

