Terms of (Dis)Service...

This is a subject which will no doubt be incredibly un-interesting to you, but which should be paid attention to. I’m not gonna do it in the neck-bearded “Information Wants To Be Free” bullshit arm-waving way, and neither am I gonna give in to the “well, I’m sure they mean well…” frame of mind. I’ll just present the facts, and my interpretation of the ramifications, and let you come to your own conclusion.

On Friday last, DropBox, a service we all know and use (it figures heavily in to the Audio Damage workday, for instance) changed their Terms Of Service, and specifically the rules regarding the rights to your uploaded files, to read as follows:

We sometimes need your permission to do what you ask us to do with your stuff (for example, hosting, making public, or sharing your files). By submitting your stuff to the Services, you grant us (and those we work with to provide the Services) worldwide, non-exclusive, royalty-free, sublicenseable rights to use, copy, distribute, prepare derivative works (such as translations or format conversions) of, perform, or publicly display that stuff to the extent reasonably necessary for the Service. This license is solely to enable us to technically administer, display, and operate the Services.

Now, any musician that has ever done work-for-hire will recognize that wording. It is the general “I made this, you paid me” boilerplate that we see all the time. So what’s it doing here in the DropBox TOS? And why do I care? The problem here is that the wording is so vague that it serves as a catch-all for any possible scenario. Of particular note is this bit: rights to use, copy, distribute, prepare derivative works (such as translations or format conversions) of, perform, or publicly display

Now, any normal, reasonable person would be all “well, they need to, e.g., make thumbnails for your Public folder, blah, blah, blah.” And that’s fine, and totally acceptable. They want licensing terms that remove any possible potential lawsuit from that. I can accept that. The problem isn’t that, but rather that the wording is so broad as to include virtually any scenario they might feel is appropriate. They say “[t]his license is solely to enable us to technically administer, display, and operate the Services.” That makes perfect sense on the face of it, but what does that even mean?

Now, you’re thinking “Chris, you’ve gone off your rocker. Any reasonable person knows exactly what it means.” And you’re absolutely right.

But I’ll tell you what I’m right about: lawyers are not reasonable people. And the boards of large corporations aren’t reasonable people either. And these people make their living exploring the hazy area between the intent of a contract and its actual wording. And they make good livings. And they’re way, way better at reading and interpreting that intent than you or I are. Sure, DropBox is run by reasonable people. Now. What about next week when it is purchased by Yahoo. Or Google. Or the marketing company that bought MySpace?

Now, it doesn’t have to be like this. Look at, for instance, the relevant passage in the TOS of Box.net:

By registering to use the Services, you understand and acknowledge that Box.net and its contractors retain an irrevocable, royalty-free, worldwide license to use, copy, and publicly display such content for the sole purpose of providing to you the Services for which you have registered. In the event that you give Box.net the right to distribute your content, additional terms may apply to Box.net’s usage or distribution of this content. You continue to retain all ownership rights in any User Content you provide and shall remain solely responsible for your conduct, your User Content, and any material or information transmitted to other Users for interaction with other Users. Box.net does not claim any ownership rights in any User Content.

This is much less open to interpretation, and still makes perfect sense. Or how about SugarSync? Same thing:

After setting up your account and downloading our Software, you can select the Files you want to sync and/or store. You can change the Files you want to sync or store whenever you want. In order to make the Service available to you, we need your permission to sync and store your Files. Accordingly, you hereby grant to SugarSync a license: (i) to use, copy, transmit, distribute, store and cache Files that you choose to sync and/or store; and (ii) to copy, transmit, publish, and distribute to others the Files as you designate, whether through the sharing or public linking features of the Service, in each case solely to provide the Service to you.

So, I’m going to give DropBox a few days to pull their collective heads out of their collective asses and get with the program. But the simple fact of the matter is that their wording is so broad that it includes virtually any purpose they could conceivably come up with, and that’s simply unacceptable.

EDIT: I don’t know if this blog post or my letters had anything to do with anything (although, in my defense, I was quoted in several blogs of more, uh, respectability?) but on Tuesday they updated their TOS to define “stuff” (one of my major complaints) and clarify the points of contention. It is essentially in line with the other two TOS I quoted above now.