Online ‘Agreements’ From Hell

Coca Cola is running a promotional campaign that sounds harmless at first glance. It’s called Spill It.

“Ever want to share your story or leave your mark?” the company asks on the site. “Here’s your chance to do it. Share yours or look at others from around the world. Vote on the best and each month the top story will be brought to life” in a series of videos produced by those good-hearted folks at Coke.

On the entry-form page, Coke tells you to “Make sure to read the Rules and Regulations before submitting” your story. Almost no one will do that, because reading them is a torturous process. You get a pop up window with JavaScript up and down arrows that scroll the words. Like most of these things, there’s no Print button or menu item to save the rules and regulations in full so you can read them more easily.

I’ve saved them, and they’re amazing.

First, you assign to Coke all intellectual-property rights. I mean all.

By participating in this Contest, each person submitting a story irrevocably and in perpetuity assigns to Coca-Cola all worldwide right, title and interest in and to the story submitted and to all intellectual property created thereby and arising out of the submission. Ownership of the story and that intellectual property vests totally in Coca-Cola. In respect of copyrights, the assignment shall be effective for the entire duration of the copyrights and shall include, but not be limited to, all rights to derivative works. Each person submitting a story waives all rights of attribution and integrity for specific works created in respect of all marketing, advertising and commercial uses thereof.

How’s that for treating people’s creations with respect?

I sent a copy of the contract to Jack Russo, a Palo Alto lawyer who understands these things better than most people. He wrote back, in part:

On this Coca-Cola contract, a number of questions arise:

1. How can you contract with a child under 18? (here 13 to 17)

2. How can you get an assignment of all copyrights and all other intellectual property without a signed agreement (given the Statute of Frauds in federal and state law on transferring these property rights)?

3. How can you get such an assignment without any consideration at all (other than the chance, maybe, that you might, perhaps, in the sole discretion of Coke) get something?

4. How can Coca-Cola as the contracting party be the final arbiter of all issues?
(This is actually a close question because the law will allow some discretion but here Coke decides just about everything so one may say the contract, if it is formed and if it is enforceable against a minor, is pretty much illusory.)

5. What really will happen if a dispute arises between Coke and the participant?

Russo, you may recall, conducted a seminar recently at Stanford where he deconstructed the even more outrageous — and far, far more dangerous — contract Microsoft is forcing down the throats of people who sign up for its Passport service. I strongly encourage you to listen to what he said. Click here for a video playback (you need Windows Media Player).

I’ll have more on the Microsoft matter soon.

I don’t think it’s a coincidence that these contracts are so difficult to read, save and print. The companies would prefer that you not bother, from all appearances.

Perhaps they know what they’re doing is unfair.


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