privacy terms-of-service
Interpretation of content ownership/usage in service provider agreement
<p>I'm interested in using <a href="http://www.firebase.com/" rel="nofollow">Firebase</a>. Their <a href="http://www.firebase.com/terms/terms-of-service.html" rel="nofollow">terms of service</a> states in section 3.2 that:</p>

<blockquote>
  <p>You hereby grant Company an irrevocable, non-exclusive, royalty-free, transferable license, with rights to sublicense, to use, reproduce, modify, display, perform and create derivative works of the Applications, the Content and the Brand Features and Marks for the sole purpose of allowing the Company to provide the Company Software and the Services to You.</p>
</blockquote>

<p>For me it is <em>very</em> important that the content I would put into my Firebase database would remain mine and that it would only be used by/accessible to those that I explicitly grant access.</p>

<p>The license agreement says that I would grant Firebase the right to use the content (which is something I <strong>do not wish</strong> to agree to), but on the other hand it also says that Firebase is only granted to do so for <em>the sole purpose of providing the service to me</em>.</p>

<p>I'm confused by this and would appreciate any help on interpreting what the agreement really says about the content I would store in/access through their service.</p>

<p><strong>Update</strong></p>

<p>I've asked for a clarification directly from Firebase. Their answer does not make things much more clear though:</p>

<blockquote>
  <p>I would consult legal counsel to determine what effects this would have on your application, as we aren’t able to provide legal guidance specific to your product. That said, these types of terms are fairly standard across SaaS vendors.</p>
</blockquote>

<p>As far as I can tell they're essentially saying that I'll need legal guidance to determine what kind of rights Firebase are granted on <em>my content</em> as controlled by section 3.2. </p>

<p><strong>Are they allowed to do pretty much anything with my content after I've stored it inside a Firebase database?</strong></p>

<p>Could anyone give a definite answer to this? Or maybe it is impossible to give such an answer? (in which case it would effectively be impossible to agree to the license terms for anyone that cares about privacy and content protection rights!?)</p>

<p>As I suspected, a party to a contract isn't going to interpret it for you, as this could constitute inducement, misrepresentation, or form grounds for a claim of promissory estoppel.</p>

<p>Let's look at the Terms, shall we?</p>

<p>Section 3.2:</p>

<blockquote>
  <p>You hereby grant Company an irrevocable, non-exclusive, royalty-free, transferable license, with rights to sublicense, to use, reproduce, modify, display, perform and create derivative works of the Applications, the Content and the Brand Features and Marks for the sole purpose of allowing the Company to provide the Company Software and the Services to You.</p>
</blockquote>

<ul>
<li>You give the Company a license to your Applications, Content, Brand Features and Marks. (the "stuff")</li>
<li>You can give others a license as well. </li>
<li>You can't require the Company to pay royalties.</li>
<li>The Company can transfer the license.</li>
<li>This license allows sublicensing (this means the company can grant others a license), use, reproduction, modification, performance and the creation of derivative works of the stuff <strong>for the purpose of allowing the company to provide Company Software and Services to You, and for no other reason</strong></li>
</ul>

<hr>

<blockquote>
  <p>For me it is very important that the content I would put into my Firebase database would remain mine and that it would only be used by/accessible to those that I explicitly grant access.</p>
</blockquote>

<p>Well, let's look at section 3.1:</p>

<blockquote>
  <p>As between the parties and except for the licenses granted by this Agreement, (a) You retain all right, title and interest, including all related intellectual property rights, in and to the Applications, the Content and the Brand Features and Marks and (b) Company retains all right, title, and interest, including all related intellectual property rights, in and to the Company Software. </p>
</blockquote>

<ul>
<li>You keep the rights in and to the Applications, Content, Brand Features and Marks</li>
<li>The Company keeps all rights in and to the Company Software</li>
</ul>

<p>You're also concerned about use - well, the reason they ask for permission to use it is to avoid a situation where you haven't given them permission to do so, and a Court determines that them "providing the Services to You" is a <strong>use</strong>.</p>

<hr>

<p>You'll tend to find these, or similar (or more or less favourable) terms on almost any service that allows the sharing or distribution of user uploaded content.</p>
