I'm not a lawyer yet, so I can't give professional advice, so you get what you pay for.
I hadn't actually read over the agreement. There are a few things in that agreement that puzzle me, but not in the parts people are complaining about.
First, I think Facebook people are right to point that a license to use != ownership. There's a really important distinction that people who've seen the movie Wayne's World should be familiar with. When Wayne and Garth threatened to walk over the shows commercialization, Lowe said they couldn't because "we own the show." If Lowe merely had a "irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense)", Wayne and Garth could have walked and started their show again. Ownership means Facebook can exclude your use of the relevant stuff. A license just means you both have the right to use it.
Second, people are right to suggest that the agreement seems really broadly worded. If I were drafting that agreement to achieve their stated goals, I would have left the Termination clause that was deleted in tact, but limited it only to material that other users do not have editorial control over and content not sent to specific users or into public or private groups. It seems to be more in line with the claims Facebook is making about the significance of removing the termination clause without leaving all this 'sky is falling' feeling among Facebook users.
Last and most important point. In making these public explanations of the reasons for the alteration, Facebook could be binding themselves to those meanings as a matter of law. There's a doctrine called the Parole Evidence Rule, which says (partly) that statements outside of the contract that purports to explain the modification of an existing agreement can be considered by the court in interpreting the contract's meaning. With all these public statements claiming that "No, the new version doesn't mean what you think it means", it could have the effect of limiting the literal change in the contract to the meaning they've been claiming.
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Re: Weirdness
Date: 2009-02-17 11:41 pm (UTC)I hadn't actually read over the agreement. There are a few things in that agreement that puzzle me, but not in the parts people are complaining about.
First, I think Facebook people are right to point that a license to use != ownership. There's a really important distinction that people who've seen the movie Wayne's World should be familiar with. When Wayne and Garth threatened to walk over the shows commercialization, Lowe said they couldn't because "we own the show." If Lowe merely had a "irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense)", Wayne and Garth could have walked and started their show again. Ownership means Facebook can exclude your use of the relevant stuff. A license just means you both have the right to use it.
Second, people are right to suggest that the agreement seems really broadly worded. If I were drafting that agreement to achieve their stated goals, I would have left the Termination clause that was deleted in tact, but limited it only to material that other users do not have editorial control over and content not sent to specific users or into public or private groups. It seems to be more in line with the claims Facebook is making about the significance of removing the termination clause without leaving all this 'sky is falling' feeling among Facebook users.
Last and most important point. In making these public explanations of the reasons for the alteration, Facebook could be binding themselves to those meanings as a matter of law. There's a doctrine called the Parole Evidence Rule, which says (partly) that statements outside of the contract that purports to explain the modification of an existing agreement can be considered by the court in interpreting the contract's meaning. With all these public statements claiming that "No, the new version doesn't mean what you think it means", it could have the effect of limiting the literal change in the contract to the meaning they've been claiming.