SCORM Cloud Click Through Language Change

Legal documents are among my least favorite things about running a business. Yes, they’re necessary, and I understand that. There are times, however, where wrangling over a few words in a contract worth $800 simply isn’t worth it. (For my rationale, note that lawyers charge quite a bit per hour… Also note that my understanding of indemnity and warranties is somewhat limited.)

There are other times, though, where the words are important and also broadly applicable. The SCORM Cloud Click Through Agreement definitely falls in that group, as it will be a core platform for us and others going forward. It’s not a one time thing. So when someone comes to us with a question about it, we’re open to addressing it broadly, on behalf of all customers.

A prospect pointed out this section of the agreement to me recently. He mentioned that this would be a potential show stopper for them, due to the risks it afforded.

Rustici, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service for any reason at any time.

Point 3 under Termination, in the document dated July 23, 2009

My reaction? Well, yeah, he’s right. That would be a substantial risk to someone looking to build applications around our service. I get that. So I went looking at some of our favorite, thoughtful companies.

37signals, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, or any other 37signals service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. 37signals reserves the right to refuse service to anyone for any reason at any time.

37signals, Basecamp Terms and Conditions

Hmm, well, that’s pretty aggressive, and a bit like ours. The crux of the issue for us, as the provider, is that we can’t commit to provide this service forever, can we? We have to have the ability to stop providing this down the road if we’re incapable of doing it in a way that makes money (or worse, if we cease to exist for some reason).

We may suspend your right and license to use any or all Paid Services (and any associated Amazon Properties) other than Amazon FPS and Amazon DevPay, or terminate this Agreement in its entirety (and, accordingly, cease providing all Services to you), for any reason or for no reason, at our discretion at any time by providing you sixty (60) days’ advance notice in accordance with the notice provisions set forth in Section 15 below.

Amazon’s, AWS Customer Agreement

Alright, this makes more sense. Provide some notice, but don’t obligate yourself forever.

So, our new language will require of us that provide notice, unless, of course, you fail to pay or breach the agreement in some other fashion. Without further adieu, here’s our new language:

Except for your breach of the agreement, including without limitation failure to pay, in which case Rustici may immediately terminate the Agreement or suspend your account, Rustici, in its sole discretion, has the right to terminate your account and use of the Service for any reason upon sixty (60) days notice.

Rustici Software, SCORM Cloud Terms of Use

So, our thanks go out to a prospect who was willing to call us on something that was unfair. Provided you are willing to use “reasonableness” as a guide like we are, feel free to let us know when we miss something important. We’ll do our best to accommodate.