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User Agreement

graybyrd
Updated:

I've never been one to read "user agreements" beyond the first paragraph or two, principally because I neither speak nor comprehend Legalese (lawyer-speak). Nor do I trust it. In lawyer terms, black can be interpreted as white, and become interchangeable somewhere within the document.

A published author made this comment in a software forum that caught my attention:

" By uploading or entering any User Content, you give Grammarly (and those it works with) a nonexclusive, worldwide, royalty-free and fully-paid, transferable and sublicensable, perpetual, and irrevocable license to copy, store and use your User Content in connection with the provision of the Software and the Services and to improve the algorithms underlying the Software and the Services.


She wrote: "Overlooking the errors (good grief!) in the quote above, I cannot understand why any writer would give Grammarly the right to copy, store, use, transfer, or sublicense their work. The "in connection with the provision of the Software and the Services" wording is so vague that it offers the user/writer no security whatsoever.

"Come what may, a writer can choose to grant Grammarly rights to use, copy, store, etc their own work, but if a writer is working for agencies or end clients, they will certainly show a breach of trust if they upload their clients' work to Grammarly, let alone be in breach of any formal SLA or NDA. This also goes for services such as Google Translate and Bing Translator."

- - -

Okay. I don't use, nor have I ever used Grammarly, or Google Translate, or Bing Translator. But that author's comment disturbed me. So I went to the source:

https://www.grammarly.com/terms

where I read in the User Agreement:

User Content

"By uploading or entering any User Content, you give Grammarly (and those it works with) a nonexclusive, worldwide, royalty-free and fully-paid, transferable and sublicensable, perpetual, and irrevocable license to copy, store and use your User Content in connection with the provision of the Software and the Services and to improve the algorithms underlying the Software and the Services."


...and farther down...

Ownership

"All intellectual property rights in and to the User Content are and shall remain your property, and Grammarly shall acquire no right of ownership or use with respect to any User Content except in connection with its provision of the Services under this Agreement."


I agree with the author's comment about "wording so vague" ... so the words "in connection with the provision of the software and the Services" under User Content; and then "except in connection with its provision of the Services" under the Ownership phrases. In another section, the Agreement also assures Grammarly's rights to change the terms at any time, at their discretion.

And, in a lengthy section, Grammarly states that a user surrenders all rights to appeal before a judge or jury in any dispute resolution, instead submitting to an arbitration process and agreeing to pay a share of arbitration fees.

So, is it paranoia to distrust an service that also includes strong statements that their user agreement is a "legally binding contract enforceable by law"?

Not me. I read that agreement and just from the tone of it, decided I'd be better off with pencil and paper, leaving the dangly ends of the clipped internet wire hanging disconnected.

Crumbly Writer

@graybyrd

I was intrigued (initially) by Grammerly, but found it too lightweight to be of much use (back when it was first released). I went back and tried again when they released the next version, but again, it's not really a major contender in the 'writing tools' market.

That said, I too was worried about the phrasing. In most cases, it's largely innocent. The use covers sending the text to the cloud, where the site's owners can download, analyze and disburse necessary stats or examples. However, the language is so loosey-goosey they could decide to sell it as their own "Grammerly" novel and you wouldn't have a leg to stand on. (Who do you think a 3rd party arbitrator paid by Grammerly is going to side you? You, an unknown author, or the people paying their salary?)

We've discussed these issues with other sites. Ernest, in particular, won't have anything to do with Amazon based on their legal qualification (mostly concerning their ability to continue offering your work to those who've purchased your books once you've pulled you books and left the site), but the rest of us trust they won't go after individual authors for fear of the angry push back it would invoke. (There are enough people who already despise Amazon for their fight with the publishers a couple years ago.)

In this case, I'd guide you away from Grammerly. They might mean well, but given the "We retain all rights to any damn thing we want", and the lack of anything to be gained by using their service, I wouldn't bother.

For those unfamiliar, Grammerly is an online spell-checker for Macs that intercepts your typing, sending everything typed to the cloud to return spelling in documents/emails/messaging apps and other programs. As such, they're legally entitled to read anything and everything you type on your computer.

Dominions Son
Updated:

@graybyrd

" I read that agreement and just from the tone of it, decided I'd be better off with pencil and paper,"

You're fine using your word processor's built in grammar checker.


So, is it paranoia to distrust an service that also includes strong statements that their user agreement is a "legally binding contract enforceable by law"?


Maybe, maybe not.

The clauses you quote are for the most part actually fairly standard boiler plate used by sites that host user content. I've seen similar on half a dozen photo sharing sites.

The primary intent is that even if you stop using the site they can continue to display any content you uploaded on their site and potentially use it in promotional materials.

You are only granting them a non-exclusive license so they can't stop you from doing whatever you want with the content away from their site.

There is one word in that first clause that is concerning: "sublicensable". I don't recall seeing this in the terms of the photo sharing sites I've used. This is the term to watch out for. It means that they can license the content you upload to others. Perhaps it's only there to allow for a buyout of the site, but they could do much mischief with that if they have bad intentions.

That an on-line grammar checker that is not openly publishing your uploaded content to all visitors to their site is using these terms is very concerning.

Replies:   Crumbly Writer
Crumbly Writer

@Dominions Son

That an on-line grammar checker that is not openly publishing your uploaded content to all visitors to their site is using these terms is very concerning.

The problem is that the Mac--unlike Apple's iOS services--doesn't offer plug-in spell checkers. Instead, Grammerly was forced to do an end-run around Apple, capturing each keystroke and sending it to their cloud service for analysis. The wording is to protect them from potential legal issues, but again, if someone got greedy, they could literally do anything they damn well felt like. But since the Mac doesn't have any other suitable spell-checkers, many people are willing to grant them this blanket access.

Switch Blayde

@graybyrd

So, is it paranoia to distrust an service that also includes strong statements that their user agreement is a "legally binding contract enforceable by law"?


They have to have that stuff in the contract. The software wouldn't work without giving them the permissions.

Unfortunately, it probably gives them more. Will they use those clauses to steal your novel? I doubt it. So it all boils down to who you trust.

If it were a vanity publisher, I'd be concerned. Grammarly? Amazon? Probably not.

Replies:   Dominions Son  Capt Zapp
Dominions Son

@Crumbly Writer

The problem is that the Mac--unlike Apple's iOS services--doesn't offer plug-in spell checkers.


Word processors for the Macs don't have built in spell checkers? That's generally not seen in the Windows or Linux worlds as an OS function, it's an application function.

The wording is to protect them from potential legal issues


There is no need to include "sublicensable" for that.

Replies:   Crumbly Writer
Dominions Son

@Switch Blayde

They have to have that stuff in the contract.


If their intentions are good, why make the license grant sublicensable? For what they do, there shouldn't be any need for that.

Replies:   Switch Blayde  Not_a_ID
Switch Blayde

@Dominions Son

If their intentions are good, why make the license grant sublicensable? For what they do, there shouldn't be any need for that.


What if they farmed part of what they do to another party? They'd have to give that party permissions.

Replies:   Dominions Son
Dominions Son

@Switch Blayde

What if they farmed part of what they do to another party? They'd have to give that party permissions.


From what I can tell from their home page, the are promising the same kind of near instant results as your word processor's built in grammar checker, in other words, it's all automated and not touched by human eyes or hands.

They are not offering professional human editing for a fee.

graybyrd

Nice feedback. One point I'd clarify: it's my understanding that Grammarly is far more than just a spell checker. It's also a grammar checker; claims to suggest 'better' words in some phrases; and also functions as a 'plagiarism' discovery app.

No, I'm most certainly **not** looking to use Grammarly or an equivalent. I've been satisfied with WordWeb or The Sage where needed. And since I run a long-obsolete Mac version of OS-X, there are good online search sites for dictionary & thesaurus purposes.

I'm in total agreement with Ernest and his loathing of Amazon's Ferengi-inspired "Rules of Acquisition." Partnerships should be fair and equitable. That why I choose not to purchase "protection" from our local Mafia chapter, or trust any license from Microsoft. IMHO. YMMV.

Capt Zapp

@Switch Blayde

Will they use those clauses to steal your novel? I doubt it.


What can you do about it if they do? Not a damn thing.

Ernest Bywater

@graybyrd

But that author's comment disturbed me. So I went to the source:


Hang on to your hat, boyo, because they simply copied that from another source. The fact they have it makes me wonder who owns them. However, the important aspect is many on-line service have the exact same wording in their User Agreements. It's because Amazon have such wording in their agreements that I don't use them direct, at all. The only things of mine that are on Amazon are through another party who doesn't have the legal right to agree to such terms, and thus Amazon is limited in how it can use the few items of mine they legally have. There are other organisations and sites with the same text in the agreements, and many are financially linked with Amazon.

Dominions Son

@Capt Zapp

What can you do about it if they do?


Two things: Squat and diddly.

John Demille

@Crumbly Writer

The problem is that the Mac--unlike Apple's iOS services--doesn't offer plug-in spell checkers. Instead, Grammerly was forced to do an end-run around Apple, capturing each keystroke and sending it to their cloud service for analysis.


That's not true. Nobody needs that kind of workaround on the mac. Check out Grammarian X. It does a fairly decent job without a cloud backed service.

Switch Blayde

@Capt Zapp

What can you do about it if they do?


The point is, do you think they will? If you do, don't sign the contract. I doubt Grammarly is looking to steal your novel, just like Amazon isn't.

Replies:   Ernest Bywater  graybyrd
Ernest Bywater

@Switch Blayde

just like Amazon isn't.


Maybe not now, and maybe not in the future. But Amazon are advertising novels of mine for sale that I never placed with them. I've had emails from people wanting to know when I'll be releasing a new edition on Amazon, and they're amazed when I tell them I never put the book on Amazon. The issue with that, for me, is people looking for some of my books are ending up at Amazon and not Lulu because of those Amazon pages.

The other aspect authors who use Amazon have to worry about is when they cancel their accounts Amazon has a legal right to continue selling the books and they get all the money from the sale, since you don't have a current account they don't have to pay you a royalty.

graybyrd
Updated:

@Switch Blayde

Whether or no they'll steal my precious novel **isn't** the point. Really. It's not.

What grates on my gizzard is that agreement's openly aggressive content, essentially laying out a position that is little more than a grotesque parody of the "Ferengi Rules of Acquisition." Seriously!

So, do I think they will? No.

Do I think that if they did could I do anything about it? No.

Do I trust them, after reading that "agreement?" Hell no!

Replies:   Ernest Bywater
Ernest Bywater

@graybyrd

Do I trust them, after reading that "agreement?" Hell no!


Exactly my sentiment in the matter, too.

docholladay

Heck if that option is there. Regardless of how wrong it would be. Someone will take advantage of it some where and some how.

Its the same reason (even if they don't know it) Cops make a lot of noise and yell out they are POLICE when serving search warrants. They also pause after the initial warnings for from 30 seconds to a minute. A little known loophole that a lawyer could use against them in court otherwise. I will describe that loophole only by email to trusted individuals (even though I have a major grudge against cops).

Crumbly Writer
Updated:

@Dominions Son


Word processors for the Macs don't have built in spell checkers? That's generally not seen in the Windows or Linux worlds as an OS function, it's an application function.


No, they do have in-app spell checkers, but Grammerly offers across-the-board spell checking for ALL your programs by playing games with the OS and sending what you type to be processed in the cloud. As such, if Apple decides to change the areas of code they're taking advantage of, they could be out of business overnight.

It's a promising idea, I just wasn't overly impressed with the effects. However, it's much better than WORD's spellchecker by an order of magnitude!

@John Demille

Sorry, I misstated my argument. Apps and programs often have their own spelling/grammar checkers, but Grammarly attempts to go beyond that by offering a tool you can use on every program used on a Mac (Word Processor, iMessage, Mail, browsers). As such, they're playing a little fast and loose with the operating system and intercepting the keyboard.

No, there are no human editors at Grammarly, but they do intercept text and processing it at a distant location, sending the results back to your computer. You'll notice the entire thing breaks down if you lose your internet connection.

Ernest Bywater

@Crumbly Writer

Grammerly offers across-the-board spell checking for ALL your programs by playing games with the OS and sending what you type to be processed in the cloud.


Which is a damn good reason for many people to never use the program. Down here there is no real unlimited usage you either pay a humongous price or pay in MB and GB blocks for the amount of upload and download you use each month. Any cloud system that's got a lot of back and from costs a fortune just to use it.

Not_a_ID

@Dominions Son

If their intentions are good, why make the license grant sublicensable? For what they do, there shouldn't be any need for that.


Data analysis. If your data happens to be part of subset they hand off to an independent 3rd to do analysis on to further optimize their system, that 3rd party would likely need a (sub)license to that content in order to legally possess it. But then, I'm not a lawyer, and could be mistaken.

As to their own license, that's so it can dispersed through their cloud, retained as backup data, and possibly reviewed as test materials for optimizations, or simply monitoring for abuses. It just happens to be broad enough it lets them do more if they want.

Replies:   Ernest Bywater
Ernest Bywater

@Not_a_ID

As to their own license, that's so it can dispersed through their cloud, retained as backup data, and possibly reviewed as test materials for optimizations, or simply monitoring for abuses.


Lots of organisations have legally valid arrangement to cover the sharing and saving of data for the work on hand without having to go into such things as ... nonexclusive, worldwide, royalty-free and fully-paid, transferable and sublicensable, perpetual, and irrevocable license to copy, store and use your User Content .... Some of the organisations I worked with in the past used sub-contractors and we had to let them have access to our work and code to do their job, and it was similar when we sub-contracted to others, too - - never did a contract have such words as irrevocable license or world wide, royalty-free or perpetual in them. Every damn contract was revocable, nor did anyone get to use anyone else's stuff without paying a royalty, and every contract had a deadline so nothing was perpetual. The terms stated above give Grammarly a permanent legal right to keep and sell you stuff time and time again, and they never have to pay you a cent, and they can also let others sell it without having to pay you a cent.

yes, a sub-contractor would need a sub-license, but no one needs a contract with those terms in it.

Replies:   Not_a_ID
John Demille

@Crumbly Writer

Grammarly attempts to go beyond that by offering a tool you can use on every program used on a Mac (Word Processor, iMessage, Mail, browsers). As such, they're playing a little fast and loose with the operating system and intercepting the keyboard.


I understood the argument correctly. Grammarian X does the same without needing anything to do with the cloud and without any silly "we'll keep your text forever to enhance our software" bullshit.

Not_a_ID
Updated:

@Ernest Bywater


Lots of organisations have legally valid arrangement to cover the sharing and saving of data for the work on hand without having to go into such things as ... nonexclusive, worldwide, royalty-free and fully-paid, transferable and sublicensable, perpetual, and irrevocable license to copy, store and use your User Content .... Some of the organisations I worked with in the past used sub-contractors and we had to let them have access to our work and code to do their job, and it was similar when we sub-contracted to others, too - - never did a contract have such words as irrevocable license or world wide, royalty-free or perpetual in them. Every damn contract was revocable, nor did anyone get to use anyone else's stuff without paying a royalty, and every contract had a deadline so nothing was perpetual. The terms stated above give Grammarly a permanent legal right to keep and sell you stuff time and time again, and they never have to pay you a cent, and they can also let others sell it without having to pay you a cent.


Oh, I agree with you fully. Just because they may have benign reasons for having those things in their contract, doesn't mean that was the best way of stating it in the context of the contract. But that is why commercial contracts can go on and on for pages just in order to try to describe certain words or phrases, and small armies of lawyers sometimes are involved.

That said going for the benign option: They MAY have their system setup in such a way that once data goes in, getting it back out(Deleted, not retrieved/read), for whatever reason may become problematic due to how they have the data stored/compressed/archived, you're talking VERY high level data abstraction at that point, but if they're doing that, it could be why they've gone "irrevocable" is that under the right circumstances, it is possible(not necessarily probable) that you might generate strings of content which once created will take significant amounts of work on their part to "unwind" things enough in order to "properly" delete it.

World-wide is because they either already use, or intend to make use of data-centers across much of the globe. Perpetual and irrevokable is so they don't have a time constraint on how quickly they have to delete ALL of your content should you request it of them(as their system setup may not play well with that), 90% of it may be gone in seconds, another 5% in minutes, another 3% in hours, and the remaining 2% just keeps taking progressively longer(months, years, decades) for them to scrub. "Royalty free" is so you don't try to charge them for any (Fragments) of your content they may be hosting in their servers somewhere.

Replies:   Ernest Bywater
Ernest Bywater

@Not_a_ID

They MAY have their system setup in such a way that once data goes in, getting it back out(Deleted, not retrieved/read),


They'd need to go to an extreme amount of trouble to specifically set it up that way. I've set up databases and you either have a useless set where you can't sort or find a damn thing due to having no design at all (which means they can't even do what they claim they're doing and give you a response) or it's set up how they want and they can access and change anything they want. I have worked on a database where a line entry can't be removed due to having a sequential numbering system that had to be kept in order, but the data was removable by overwriting it with an entry saying ti was deleted, the date, and why. Thus I don't put much credence in this probability, and less in the others.

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