1707311 - Unreasonable indemnity clause in Firefox Add-on Distribution Agreement

Status: RESOLVED WONTFIX

(Toolkit :: Add-ons Manager, defect)

Description

[Silas S. Brown]

User Agent: Mozilla/5.0 (X11; FreeBSD amd64; rv:87.0) Gecko/20100101 Firefox/87.0

Steps to reproduce:

I wrote a Firefox extension (a language-learning tool that adds pronunciation aids to foreign-language text found on websites), tested it, put a free license on it, and went to upload it at addons.mozilla.org

Actual results:

I was asked to agree to https://extensionworkshop.com/documentation/publish/firefox-add-on-distribution-agreement/#release-idemnification which says "If any third party brings a claim against Mozilla related to Your use of AMO or Your Add-ons, You will defend and hold Mozilla harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim."

Note that there is nothing in these words to limit the indemnity to cases where I have broken the agreement (as there is in, for example, Google Play's indemnity clause). I could have done nothing wrong at all, but some troll files a frivolous lawsuit because they don't like the way my extension looks on their screen (they say it's emotional damage or something). If said troll were to file said lawsuit against me personally, I would simply represent myself in court and ask the Judge to have some common sense. But if they were to sue Mozilla, according to the above wording it seems Mozilla could choose to hire a very expensive lawyer and send me the bill.

I am not in a position to promise that my bank balance would be high enough to pay such a bill, so I started to think I should ditch all the work I've done on my extension because I cannot agree to pay more money than I have.

In other words, the above wording led me to think that perhaps only billionaires can write Firefox extensions.

The bottom of the agreement page said that questions about the agreement should be sent to [e-mail]. But when I sent such a question, I got an auto-reply saying that this address was only for serving legal notices on Mozilla (so, not for asking questions as the agreement suggested?) and that I should be using the support forums or Bugzilla for everything else. So here I am.

Expected results:

The indemnity clause (if present at all) should be explicitly limited to instances where the contributor has actually broken the agreement. For example, if the contributor has dishonestly submitted somebody else's work as their own, then it might be reasonable for them to indemnify Mozilla against this. But if the contributor has done no such wrong, it does not seem reasonable to ask that they indemnify Mozilla against ALL lawsuits (including frivolous ones) that happen to mention their extension. Such wording would have a chilling effect on conscientious extension writers (i.e. those who are careful enough to actually read the agreement). If there is a correlation between reading agreements carefully and writing code carefully, then you might be turning away some of the best potential extensions by insisting their authors write you a blank check.

Additionally, it seems that the instruction at the bottom of the agreement to send questions to [e-mail] is not consistent with the current auto-reply sent out by [e-mail] (which says it is for notices and not anything else, implying it's not for questions), so either the agreement or the auto-reply needs to be clarified.

Thanks.

Comment 1

[BugBot [:suhaib / :marco/ :calixte]]

The Bugbug bot thinks this bug should belong to the 'Toolkit::Add-ons Manager' component, and is moving the bug to that component. Please revert this change in case you think the bot is wrong.

Comment 2

[Alex Cornestean]

Hello,

From a QA standpoint there is nothing that can be done here. I do see additional information has been requested that hopefully will shed some light on the matter. Thank you !

Comment 3

[Silas S. Brown]

Note also https://www.nolo.com/legal-encyclopedia/indemnification-provisions-contracts.html says "Indemnifications that require a party to indemnify another party for any claim irrespective of fault (‘broad form’ or ‘no fault’ indemnities) generally have been found to violate public policy." So it's possible that the clause as currently written would be judged unenforceable.

Comment 4

[Michael Feldman (use NI)]

Thank you for raising this question.

For the vast majority of issues that come up, we don’t ask the Add-on Developer to pay any costs and we haven't ever had the need to invoke Section 10. However, this section remains important for us because, in the event a more significant legal issue arises, this section enables Mozilla to ask the developer, if appropriate, to take responsibility for the add-ons they develop.

Add-ons are an important part of the Firefox experience and we highly value the contributions of developers to create Add-ons for Firefox. In other words, this clause is meant as a protection for Mozilla in an uncommon scenario, it is certainly not intended to limit who can develop Add-ons. We appreciate your taking the time to read the Agreement thoroughly and hope this addresses your concerns.

Also, thank you for your note about the auto-responder on [e-mail] we’ll change it.