Why Standardize?

From the platform’s perspective, the two most critical features of the app developer agreement are its one-sidedness and its standardization. The platform companies that draft these agreements understand that few developers will have the size, know-how, or resources to effectively negotiate a fair agreement. Most won’t even know that it’s possible. In addition to the favorable terms that they’re able to secure, it’s important for the platform to have consistency in its agreements with the thousands and thousands of developers. If each of these contracts were unique, the challenge of administering them would quickly become a nightmare.

Take for instance choice of law, a common provision covered in nearly every app developer agreement. Each state in the US has it’s own courts and set of laws. If Google didn’t insist that developers waive their right to sue except in Google’s home state, Google would have to employ teams of lawyers around the country. Does Google have the money to do that? Of course, but it’s very inefficient. At any one time Google might find itself in 50 different courts applying 50 different sets of laws.

Instead, companies like Google just include a paragraph in their app developer agreement that saying that if you want to sue about something related to your app, you have to do it on their home turf. If you’re from South Dakota you’re going to have to say goodbye to the family, hire some expensive Silicon Valley attorneys, and check in to an extended stay hotel. Often this is enough of a pain in the ass that, even if you have a legitimate gripe, you might not sue. If you do, you’ll be facing an attorney who is an expert on California law and probably goes cycling with the judge on the weekends.

Unless you’re Netflix or Uber, choice of law and many other provisions will likely fall into the category of “non-negotiable.” Other standard terms are more often negotiated. The way to secure the best deal is by knowing which terms these are, knowing what to ask for, and having a true understanding of your value to the platform.

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