Is Magento Claiming Ownership of All Magento Markplace Extensions?

Question

The customer agreement for Magento Marketplace (the new replacement for Magento Connect) contains the following

You acknowledge and agree that Magento or its licensors own all legal right, title and interest in and to Magento Marketplace, and any Magento Software provided to you as a part of and/or in connection with Magento Marketplace (the “Software”), including any and all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist. Such Software will be subject to the terms of the license agreement that accompanies the Software. Subject to the limited licenses set forth in this Agreement, nothing in this Agreement transfers or assigns to you any of our intellectual property rights in our Extensions or our other technology, products or services, including, without limitation, any source code to any Extensions (collectively, "our Intellectual Property").

This legal agreement appears to imply that Magento Inc. claims IP rights for all the extensions they're providing. i.e., even if the extension was written by a partner agency, Magento's claiming IP rights for it. As written, if an extension author signs up for a customer account, they may be agreeing the hand over IP rights to any extensions already in Marketplace, or open source extensions Magento may add to Marketplace in the future.

I'm not familiar with the agreements an extension author needs to sign to get into Magento Marketplace. Is this the actual intent of this section of the agreement, or is this an oversight in initial drafting of this agreement?

i.e. It's clear this part of the agreement is there to ensure customers don't claim IP for anything they're downloading and using. That's right and proper. It's less clear if assigning Magento IP rights to anything you might add to Marketplace in the future is a condition for using marketplace, or if the use-case of an independent extension author using Magento Marketplace as a user wasn't on the legal team's radar.

Answer 1

Magento has the legal right to re-sell extension developers' IP but does not claim ownership over extension developers’ IP. We're updating the Terms & Conditions to make this clearer.

Answer 2

I engaged a legal advisor to review this excerpt as well as the entire document hosted online at https://magento.com/legal/terms/marketplace as of 10:30 PM CST as well as a general review of how the previous marketplace worked compared the new marketplace.

It is important before I go further to make absolutely clear a few important facts:

1. Legal Counsel Disclaimer: I am not a lawyer, attorney, or legal counsel of any kind. Even if I were, I am not your lawyer. The advisor with whom I discussed this topic and whose responses I am summarizing and including with my own analysis below IS an attorney but NOT YOURS nor mine. If you are concerned about how this topic may or may not affect you or your business, you should engage the appropriate legal counsel to represent and advise you because the following is not legal advice.

2. There was an additional discussion on Twitter where @alanstorm shared this question and received responses from Magento. That discussion appears consistent with the findings below.

3. Prior to the launch of the new Marketplace, I had two accounts on the Magento.com that were both setup as individual developer user profiles with no company information associated with them. Those accounts had not been identified as extension vendors prior the migration so there is a chance that if your account WAS setup as an extension vendor you might have seen different content than I did during my tests.

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TL;DR - The User Interface of the Marketplace is new and registration process is unfamiliar to all users. I haven't used the original interface to register as a extension vendor so I can't compare them. However, I can say that the process to do so in the new site can lead to confusion which I believe was the source of most of the questions and discussion on this topic.

Magento is not claiming rights to any software developed by extension vendors in the agreements they currently have online nor in the original version Alan includes at the top of the answer. There are two sets of agreements relevant to extension vendors and one for clients who purchase extensions through the marketplace. The confusion arises because this information is not explained well in the summaries except in a few brief places that are not possible to review once viewed and accepted.

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Detailed Explanation:

As of 5/11/2016 when a user FIRST registers for a new account on the Magento Extension Marketplace, immediately after completing a successful registration they are routed to /customer/account/ and presented with a pop-up that they must agree to in order to proceed:

NOTE: They are never again presented with this window once an account is created.

The link highlighted above is the link to which the OP referred. That link points to the Magento Marketplace Agreement. Near the end of Section 1 Definitions, the terms We & You are defined to indicate the two parties to this agreement: Magento and the Customer Purchasing / Licensing an Extension through the Marketplace:

"We," "us" or "our" means Magento, Inc.

"You" or "your" means you and/or the company or other legal entity for which you are accepting this Agreement.

"Your Information" is defined as any information you provide to Magento in any public area (including, without limitation, the Magento discussion boards or the feedback area) or through any communication. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information.

After you accept that agreement a new user is routed to this page:

As a new user you can purchase extensions but you can not participate as a Vendor until you next click the appropriate tab. The FIRST time a user selects that Developer Portal Tab (AND ONLY THE FIRST TIME) they are prompted with the following pop-up:

NOTE: A user does not appear able to be able to re-visit this pop-up notification and the associated content once they have accepted the agreement.

Opening the linked agreement displays the Magento Connect Agreement which is speficially addressing the relationship between an extension vendor and Magento and clearly outlines the IP rights, technical and trademark considerations and liability implications of the relatioship.

Also, the end of Section 1 Definitions defines the two parties as Magento and the Extension Developer:

"We,""us" or "our" means Magento, Inc.

"You" or "your" means you and/or the company or other legal entity for which you are accepting this Agreement.

"Your Information" is defined as (a) your Extension; (b) your Extension listing; and (c) any information you provide to us or Magento users in the registration or Extension listing process, in the maintenance of your Extension, in any public area (including, without limitation, the Magento discussion boards or the feedback area) or through any communication. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information.

So it appears that the documents and content on the site as of this writing supports the position by Magento with respect to ownership of IP and roles and responsibilities.

It would appear there are several issues with the content, layout, UI and process flow that may be contributing to confusion like the OP:

1. Although new user registrations execute the process above, neither the OP nor myself have been able to get an account that had Extension Vendor privileges under the previous Magento Connect to exhibit the behavior flow described above. There may be issues with all older accounts, some older accounts or even client compatibility issues preventing the expected behavior.

2. The first pop-up form presented to all users who setup new accounts or login for the first time contains no explanation of the process or summary as to what the agreement is about or who is supposed to sign it and in fact there is no content at all besides the link to the agreement.

3. The second pop-up that DOES offer an explanation however, once closed that short summary disappears and a user does not appear to be able to revisit that information. Even worse, although the Vendor agreement that is displayed contains a link that indicates the user can view ALL Legal Agreements:

When you actually view that document, the ONE agreement that is missing is the 1st one agreed to earlier, leaving no easy way to compare the two documents and figure out what differences (if any) may exist.

4. Because each agreement's Definitions section uses alphabetical ordering, the two parties to the agreement are not specified clearly until at least the middle of the second page of an incredibly long document.

5. There is no clear guidelines as to how this process works for existing extension vendors who have already agreed to the terms of the 1st Magento Connect vs. New Extension vendors vs. Developers who don't agree to sell extensions when the first sign up but may wind up viewing the Developer Portal later in their usage of the site.

Each of these issues are not serious on their own but together they contribute to significant confusion for both new and experienced developers whether they are participating as extension vendors or not.

These issues should be relatively easy for Magento to address and given the drastically different role that Magento is playing in terms of processing payment and vetting extension vendors and software, some miscommunications and confusions were probably to be expected, at least in the first few days of the launch.