contract-law civil-rights
Does this non disparagement clause have any legal standing?
<p><em>My apologies about the tags, I was not sure exactly what tags to use.</em></p>
<p>I was just reading Amazon developer documentation. At the top there is a paragraph quoted in full here:</p>
<blockquote>
<p>Amazon's trademarks and trade dress may not be used in connection with
any product or service that is not Amazon's, in any manner that is
likely to cause confusion among customers, or in any manner that
disparages or discredits Amazon. All other trademarks not owned by
Amazon are the property of their respective owners, who may or may not
be affiliated with, connected to, or sponsored by Amazon.</p>
</blockquote>
<p>The overall intent seems okay. But the discredit bit seems odd to me. I already cannot falsely assert something to their discredit without it coming under tort law, as I understand it. On the other hand, if I say something true and demonstrated to their discredit - I don't see that the above clause should restrict me any further than I might already be. Indeed, its intention feels morally wrong (not that that is any part of my question).</p>
<p>My question is - does the existence of that part make any difference to their legal recourse to actions of my own.</p>
<p>Btw: I actually like Amazon at this time and have no intention to attempt to disparage them. My question is purely about the legal status of this clause.</p>

<blockquote>
<p>Does this non disparagement clause have any legal standing?</p>
</blockquote>
<p>Enforcement of that clause has its limitations. The keywords in the clause are <em>disparage</em> and <em>discredit</em>, each of which warrants a separate analysis.</p>
<p><a href="http://heimatundrecht.de/sites/default/files/dokumente/Black%27sLaw4th.pdf" rel="nofollow noreferrer">Black's Law Dictionary</a> defines <em>disparagement</em> [of goods] as:</p>
<blockquote>
<p>A statement about a competitor's goods which is untrue or misleading
and is made to influence or tends to influence the public not to buy.</p>
</blockquote>
<p>That excerpt from the legal definition is the relevant one insofar as the clause is in terms of suppliers' trademarks and the &quot;<em>product[s] or service[s]</em>&quot; they offer.</p>
<p>From this legal definition, it follows that the non-disparagement portion of the clause is enforceable only if (1) the source of the statement is an Amazon's competitor, (2) the statement is about goods or services offered by Amazon, and (3) those statements are untrue or misleading <em>and</em> --potentially or actually-- detrimental to Amazon's interests as competitor. Whether or not the publisher qualifies as Amazon's competitor will depend on the factual details. Other than that, competitors' statements about Amazon but <em>unrelated to</em> Amazon's products or services are beyond the scope of item (2).</p>
<p>As for <em>discrediting</em>, the clause is tantamount to stipulating to a <a href="https://en.wikipedia.org/wiki/Gag_order" rel="nofollow noreferrer">gag order</a> regardless of how nefarious Amazon's conduct could be. That overly broad portion of the clause can be stricken as null and void to the extent that it is contrary to public policy. See <a href="http://www.oneclubofjusticides.com/p/restatement-second-contracts.html" rel="nofollow noreferrer">Restatement (Second) of Contracts</a> at §178. The public's awareness of a party's misconduct is very likely to supersede parties' interest in the enforcement of that clause.</p>
