A Legal Warning: Think Before You Click
"I agree.”
We’ve all clicked the check box next to that phrase without a second thought. But have you ever tried to read those long license agreements that proceed the I-agree checkbox? If you’re like me, you probably haven’t.
But when it comes to your business, that might not be such a wise choice, according to Howard Novick, a lawyer at the Worcester-based law firm of Seder & Chandler. Novick joined the firm in January and established a practice in software and IT at the firm.
Now Novick is not sounding all the alarms. In most cases, he says, the license agreements, known in the IT world as “click wrap,” are innocuous. But, there are instances where closer scrutiny of the legalese may be required.
“If you’re going to have a business that’s based in any way on a service that you get over the Internet, or if you’re just procuring a service that’s kind of ancillary to your business, you should be aware of what the terms of the agreement are,” he said.
Breaking The Seal
The concept of click wrap originates from the old software days when you used to go to the store and buy software in a big clunky cardboard box that was shrink wrapped. There was typically a license agreement included in the packaging that said something to the effect of, “By breaking the plastic seal on this box, you’ve agreed to the terms of this agreement.”
Now, with so much software being purchased and used online, there’s no plastic seal to break. But there are check boxes, which serve the same sort of function.
In some cases you don’t even get the pleasure of ignoring the legal text and simply clicking “Yes! I agree.” Sometimes your rights are restricted by a browse-wrap agreement, that is posted on the site, but one that you’d have to actively seek out. This is the case for many popular sites, including Facebook.
And Facebook’s agreement does have its quirks that could be of concern to businesses. For example, Novick pointed out to me that if you want to bring a suit against Facebook for any reason, you have to do so in Santa Clara County, Calif., where the company is based. That works in Facebook’s favor, but is certainly inconvenient for New Englanders.
Wordy
The length of these agreements vary widely. Facebook’s agreement comes in at 4,236 words. Google’s is about the same length at about 4,223. But the iTunes agreement is the longest of them all: an impressive 14,456 words.
iTunes is Apple’s online commerce site, where millions go to download music and applications for their Apple devices (iPhones, iPads, etc.).
As the popularity of iTunes has grown, so has the number of businesses churning out applications that they put up for sale through iTunes. The danger for many of these companies is if Apple decides to change the rules of the agreement. That’s putting a lot of power in the hands of one corporation if you’re a small software developer.
So what’s a business owner to do? Is it practical to read all 14,456 words of the iTunes agreement? Well, if you’re a software developer selling apps through iTunes, you probably should. Or have a lawyer do it.
But if you’re a small business owner setting up a page on Facebook to market your business, you probably don’t have much to worry about. It’s when money or intellectual property get involved that you need to be extra careful.
For example, many companies are using online services to manage their customer contacts and billing. If you use a third-party to manage that type of valuable information, you should be sure what the terms of the license agreement are.
The last thing you want is for the vendor holding your priceless contacts to go belly up and your only recourse is to sue in a Guatemalan court due to the terms of the agreement you approved with the click of a mouse.
Got news for our Digital Diva column? E-mail Christina H. Davis at cdavis@wbjournal.com.
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