Developer TOS: Ownership of feedback

[JoshBlake]

The Feedback section of the Developer TOS states:

you irrevocably assign to us all of your right, title, and interest in and to your feedback, comments, and suggestions.

As discussed in this thread https://alpha.app.net/joshblake/post/561651 please consider changing this to an unlimited non-exclusive license grant.

Some cases to consider are feedback which unintentionally is covered by a patent of the submitter or submitter's employer (considering employer agreements), or a third party. For example: "I suggest FooBar!" (unknowingly covered by my employer's patent) "I suggest you implement one-click checkout!" (Amazon patent)

I don't know what the ideal is. I know why something is in there, because otherwise ADN may not be able to take action on feedback without soliciting a separate rights grant.

I'll also point that that many open source projects are covered by a contributor license agreement which assigns contributions but also generally has a unlimited license grant back to the contributor of her own contributions. That is similar to what is asked here (except we're talking about ideas and suggestions more and possibly even outlines of JSON syntax and data formats, less about code itself), but in those cases, people only accept assignment when it is to a non-profit open source foundation such as FSF or Apache Foundation. Here we're talking about assignment to a for-profit corporation, which is not as palatable.

[wac6]

Here's a slight modification of the license grant language posted in the ADN thread. This modified language attempts to mitigate (somewhat) the problem Josh points out, namely, that a submitter may not know that her feedback is covered by someone else's IP.

"When you provide us with any feedback, comments or suggestions (collectively, 'Feedback') about the API, these Developer Terms and, in general, App.net, you grant to us, under any right, title or interest you may have in and to such Feedback, a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use that Feedback or to incorporate it into the API, these Developer Terms, or any of App.net's products or services."

[JoshBlake]

@wac6 Add non-exclusive in there and that sounds pretty good.

[wac6]

You're absolutely right - it should say "a non-exclusive, royalty-free," etc.

[UberVero]

Docracy also had that clause in the TOS. It's pretty standard for websites who have a community, but I never really thought about it under the user's perspective. Anyway, we just changed it using Bill's suggestion (I hope you can license us your feedback, Bill!): https://www.docracy.com/doc/diff?revisedId=41g0uhoiax&originalId=0rwidlalszy You can also check the version history for a full explanation.

I have to add that, while this it was a no-brainer for a website like Docracy, where users can only contribute content and feature ideas, the clause it's much more relevant to App.net or any other API-based company where users can contribute code and actually make new features. You always want the company to own (not just license) the code. Licenses are seen as a risk factor from external investors, potential buyers, etc. Correct me if I'm wrong.

[wac6]

Veronica, I suppose it's always risky to generalize (yep, that's the cautious lawyer in me talking!), but as long as the license is scoped broadly enough, most potential buyers will be okay. In the M&A context these days I find there's remarkably more sophistication about, and less resistance to, even many open source licenses.

[mattflaschen]

app.net has not accepted code contributions, only feature suggestions, and (possibly) documentation improvements. I don't think they plan to change this either.

I agree a broad non-exclusive license should be enough.