Most term of service contracts have a unsolicited ideas clause that contains language like:

suggestions or ideas relating to enhancements, new or improved products, technologies


If the corporation has an email contact link on the home page and someone sends in an unsolicited idea without having agree to the terms of service does that then mean that the corporation is no longer protected from the clause since the individual has not agreed?

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    The quoted section does not say what the TOS provides about such suggestions. Does it, for instance, deny any need to pay for them, or say they constitute gifts to the firm? or what? Please provide fuller context. In my experience many TOS documents do not include such a provision. – David Siegel Aug 23 '19 at 15:52
  • The general concept is that the idea is unsolicited. For example if someone emails Sony with an idea for a feature on the playstation 5 and Sony releases the playstation 5 with that idea built in are they now did that email now create a liability for them because the unsolicited idea was emailed to them. – Ole Aug 23 '19 at 21:48
  • Here's a link to Groupon unsolicited ideas clause: groupon.com/legal/termsofservice#unsolicited-ideas – Ole Aug 23 '19 at 21:50
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    Yes that is exactly the sort of provision I had in mind. Note tha tit is much more complete than the provision in the question. I think a provision like that would be upheld, and anyone submitting an idea would be out of luck. I don't think the person making an unsolicited submission of an idea would have a valid claim on the company.. – David Siegel Aug 23 '19 at 22:03
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    No. Given a provision like the one in the groupon link, an unsolicited idea sent on a postcard, or broadcast over the radio or posgted on a web site would not impose any obligation on the company. Security or insecurity of channel would be irrelevant. – David Siegel Aug 23 '19 at 22:21

Assuming that the company (call it Acme) includes in its terms of service something like:

We do not accept or consider, directly or through any Acme employee or agent, unsolicited ideas of any kind, including, without limitation, ideas or suggestions relating to new or improved products, enhancements, names or technologies, advertising and marketing campaigns, plans, or other promotions. Do not send us (or any of our employees) any unsolicited ideas, suggestions, material, images, or other work in any form ( “Unsolicited Materials” ). If you send us Unsolicited Materials, you understand and agree that the following terms will apply, notwithstanding any cover letter or other terms that accompany them:

  • Acme has no obligation to review any Unsolicited Materials, nor to keep any Unsolicited Materials confidential; and
  • Acme will own, and may use and redistribute, Unsolicited Materials for any purpose without restriction and free of any obligation to acknowledge or compensate you.

Acme is simply notifying people in general that it will not be bound by terms accompanying unsolicited ideas that it never agreed to or asked for (that is what "unsolicited" means). If after that someone chooses to send Acme an unsolicited idea whether privately orpublicly, the sender has made Acme a gift of the idea. If Acme chooses to use it, it has no obligation to pay anything for it or even acknowledge it. The security or insecurity of the channel used to send the idea to Acme is not relevant.

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