Google Docs: Terms of Disservice or Evil 2.0?

Wednesday Sep 5th 2007 by Joshua Greenbaum
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Users of Google Docs agree to grant Google a “worldwide, non-exclusive, royalty-free license to reproduce” their content. Is there a business naïve enough to agree to this?

Speculation has been rampant for years, literally, about whether Google would ever make a major play for the enterprise. This issue surfaced earlier in the year with a very unimpressive Google/Salesforce.com alliance, and it came up more recently with respect to Google’s terms of service for its Docs and Spreadsheets, an online service that claims to be able to give Microsoft’s Office monopoly a run for its money.

With this latest brouhaha surrounding Docs and Spreadsheets in mind, it’s pretty clear that we can end the speculation and go right to a definitive statement: Google has a long long way to go to be a major challenger in the enterprise. Even with the right functionality (which it so far doesn’t have), Google’s terms of service and its ability to provide a safe and reliable space for corporate use has much to be desired.

Let’s start with the most recent problem regarding Google’s service agreement with its Docs and Spreadsheet customers. (Which you can find here.) What is clear amidst some very unclear, ambiguous language – full of logical and grammatical gaps large enough to drive a truck full of lawyers through – is that Google hasn’t given careful thought to addressing the needs of corporate users for security, privacy, and service levels. In fact, either Google has been careless in defining these terms of service, or it has been deliberately vague and misleading.

(A third alternative is also possible, that Google has real evil intent in misleading users and intends to use Docs and Spreadsheets in ways that would be genuinely detrimental to its corporate customers. More on that later.)

The basic problem with Google’s service agreement is that the language implies that while Google claims no ownership over the content in any of its on-line apps, users “grant Google a worldwide, non-exclusive, royalty-free license to reproduce, adapt, modify, publish and distribute such Content on Google services for the purpose of displaying, distributing and promoting Google services.” And Google further reserves the right to “syndicate” that content in any way it sees fit.

Translation: your private Docs and Spreadsheets content may end up in a Google marketing promo.

If that doesn’t have you corporate security managers reaching for the Tums, here’s what the same service agreement says about your rights to use Docs and Spreadsheets when and how you want. Google reserves the right to terminate your service at any time “for any reason” and – get this – deny you access to your data. And Google reserves the right to “refuse to accept, post, display or transmit any Content in its sole discretion.”

Okay, one more funny line to get your legal department to pay attention. As a user of Docs and Spreadsheets, you agree to “indemnify” Google (this means paying all fees and penalties) for any third party legal action Google and “its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners” may have to engage in as a result of any of your actions with respect to using these services.

For those unfamiliar with the problem, these open indemnification clauses are fine if you’re a major corporation with a big budget for lawyering. But they’re a potential death knell for a small or medium-size company that can’t afford to pay the costs that one of the planet’s most heavily capitalized companies could incur in a legal dispute. And we’re not talking just trial costs: the clause refers to any legal action.

Does any of this make Google evil, as I have postulated in an earlier column? If they actually intend to lay claim to your company’s content and how it is used, then, yes, they are evil. And profoundly stupid. Because no corporate counsel would allow Docs and Spreadsheets to handle any remotely strategic content. And therefore no company would ever want to replace inside-the-firewall control over Office with security-free Docs and Spreadsheets.

And if Google didn’t intend for any of this language to appear – hard to imagine it was all a mistake – then they are beyond stupid: Don’t they understand that corporate data, legally, requires strong, verifiable protection standards that are mandated by law? What do they think would happen if their users’ customer data, or patient information, or financial disclosures, ended up as part of a Google marketing or syndication program?

Of course, they might get sued, which some Google defenders claim ought to be enough to keep Google from acting on any of these loopholes. But there’s a loophole to protect Google from this loophole too: remember the indemnification clause? The terms of use would require the user who sues to indemnify Google for the cost of that suit. Talk about a Catch-22.

All of which brings us full circle to the fundamental truth: Corporate data and content usage can’t be governed by poorly-worded terms of service and Catch-22 gotchas. And, as long as Google’s terms of disservice for Docs and Spreadsheets are vague and misleading at best, and downright evil at worst, no enterprise in its right mind would ever replace Office with this bag of tricks. It just wouldn’t be worth the price, however tempting “free” and “on-demand” might seem.

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