The big ‘idea’ news last week was Oracle’s launch of Oracle Listens. A campaign where they solicit ideas from end users. Charlene Li blogged about it and gave Oracle kudos for the effort. My big question is what does legal think of this? Oracle does things a bit differently than the other idea-submission sites like Dell’s Ideastorm or My Starbucks Idea. We’ll come back to that difference in a second.
Many corporations have a number of legal hang-ups when it comes to social media. Among entertainment and media organizations a special concern is idea submission. For example, I want to sue NBC, because six years ago at a conference reception I told an executive about my idea for a TV show based on regular folks who are superheroes. Just kidding, but you get the gist.
Enter the new concept in social media sites, the ideastorms. I name the genre after Dell’s launch of the self-titled Ideastorm last year. Dell asked for your ideas and then allows the community to vote on them. The top vote recipients hopefully get the nod from Dell and enter production. But what about those lawyers and idea submission?
In Dell’s case you need to register and agree to their terms of service before submitting an idea. In those terms are language that states you give all rights to the idea to Dell. Here’s a snippet:
You grant to Dell and its designees a perpetual, irrevocable, non-exclusive fully-paid up and royalty free license to use any ideas, expression of ideas or other materials you submit (collectively, “Materials”) to IdeaStorm without restrictions of any kind and without any payment or other consideration of any kind, or permission or notification, to you or any third party. The license shall include, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license the Materials, and all rights therein, in the name of Dell, or its designees throughout the universe in perpetuity in any and all media now or hereafter known.
However they do offer $1000 to purchase some ideas or concepts:
Dell shall have the exclusive option to purchase from you and acquire all right, title and interest, including, without limitation, any copyrights and other intellectual property law in and to the Materials you submit, which rights shall include, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license and apply for copyright registration for any or all of the Materials, and all rights therein, in the name of Dell, or its designees throughout the universe in perpetuity in any and all media now or hereafter known. The option shall be exercisable by us from the date you submit the Materials until 1 year from that date. If we exercise the option, you agree to accept payment in the amount of $1000 USD or value in kind at Dell’s discretion, and you agree to execute, acknowledge and deliver such other instruments consistent with an assignment of the intellectual property as may be reasonably necessary to carry out or effectuate the purposes or intent of the assignment of the Materials.
A general counsel at one firm we met with recently said those terms would never hold up in court. Of course I will insert the standard IANAL (I Am Not A Lawyer) statement, but it did give me pause.
Ok, back to Oracle. With their implementation you can submit an idea, receive confirmation it’s been received without agreeing to any terms. Entering something on the homepage and clicking submit you receive this screenshot which says, “Thank you! We received your feedback.” At that point you can create an account and continue on, or just leave. If the legal counsel we talked to didn’t like the terms of Dell or Starbuck’s concepts, I wonder how they’d feel about Oracle’s lack of terms (sorry that’s a rhetorical question).
Ok, I do think that it’s a bit of overacting. Yes, many of the people submitting ideas are genuinely interested in seeing the companies they support succeed. But what happens if that simple idea you submit does turn into let’s say a 1% profit growth for Dell, Starbucks or Oracle. Mention that to any attorney and I think they might be willing to challenge those terms.