Has Quirky Become a Flesh Eating Zombie?
Quirky Has Either The Worst or Second Worst Disclosure Agreement I've Ever Read. Maybe Even Worse than Apple (and that's saying something).
Seven years ago a 23 year old entrepreneur named Ben Kaufman founded a community inventing platform called Quirky. At Quirky.com inventors could contribute ideas and others (with critical help from Quirky's staff) could help turn some of them into commercial products. Points were awarded to people who influenced the development of the product and somehow, magically, Quirky kept track of everything. If a product succeeded, the people who contributed to its creation and influenced its development shared some royalties. It was a big beautiful kumbaya concept and it kinda sorta worked... until the company burned through nearly $200 million in funding and filed for bankruptcy in September 2015.
Quirky was subsequently purchased by a company called Q Holdings LLC for $4.7 million. The site Quirky.com lives on, run by a guy named David Hazan. It's a little buggy right now and "500: internal server error" messages pop up when you click on certain links, but anyone who's ever run a web site can sympathize and after all, bankruptcy is traumatic.
For a couple of years I've been sitting on a fun product idea. There's never time to work on it because it won't make much money. So I thought I'd try submitting it to Quirky. The first thing I hit was the "Quirky.com Terms of Use and Privacy Policy Effective Date of Last Revision: June 16, 2016". It's long. Really, really, really, really, really, long. Detailed too.
And it's Flesh Eating Zombie bad.
Here are some highlights (reformatted for emphasis):
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...to the extent that you submit to Quirky or post on the Site any Intellectual Property, and/or any Product Ideas and/or any User Content,
YOU HEREBY ASSIGN TO COMPANY all of your worldwide right, title and interest in such Intellectual Property, and/or User Content and/or Product Ideas, including without limitation all Intellectual Property Rights and any and all other exclusive rights to the same.
...You further covenant that Quirky will, upon its request, be provided promptly with all pertinent facts and documents relating to said Intellectual Property Rights and any other exclusive rights, and any applications, patents, trademarks, copyrights, or other legal applications, registrations and/or protections relating to the same as may be known and accessible to you, and agree that you will testify as to the same in any interference, litigation or proceeding related thereto, and will promptly execute and deliver to Quirky or its legal representatives any and all other additional written confirmatory documents of this assignment or other instruments of transfer or Intellectual Property Rights perfection or legal documents relating thereto as may be reasonably requested by the Company, as well as any and all papers, instruments or affidavits required to apply for, obtain, maintain, issue and enforce any applications, patents, trademarks, copyrights, or other legal protections relating to the Intellectual Property rights and any other exclusive rights, and/or required to pursue any legal proceedings (whether judicial or administrative) or take any actions which may be necessary or desirable to obtain rights to, maintain or enforce said Intellectual Property Rights and any other exclusive rights, and any applications or registrations relating thereto.
You further agree that you will not make any claims against the Company or any third party who is assigned or licensed rights in such Intellectual Property and/or User Content and/or Product Ideas by the Company, based on any allegations that any activities by the Company or such third party infringe your (or anyone else's) Intellectual Property Rights in such User Content. You further acknowledge and agree that in connection with any such assignment you reserve no rights whatsoever and the Company shall have the right to enforce all Intellectual Property Rights in such User Content against you and/or third parties and any subsequent use by you and/or Third Parties of such User Content.
You further acknowledge and agree that any compensation that you might receive as a result of submitting such Intellectual Property and/or User Content and/or Product Ideas and its inclusion in a successfully commercialized Product Idea, may be inadequate or below fair market value...
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Here's my understanding which I'll share with you:
1. If you submit an idea to Quirky they own it as soon as you hit "submit" and can do whatever they want with it, including not paying you anything or ever doing anything with the idea. If you ever try to do anything with the idea yourself they can stop you.
2. You agree to spend your time helping them prove you gave them the rights to your idea and also that it was, in fact, your idea.
Maybe there's a fine explanation for all of this. Or maybe I'm misunderstanding something. In the meantime I'm keeping my invention ideas away from the living dead.
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