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e-Contracts

e-Contracts

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Chapter 10 Chapter 10 Presentation Transcript

  • CHAPTER 10 E-Contracts
    • What are some important clauses to include when making offers to form electronic contracts, or e-contracts?
    • How do shrink wrap and click-on agreements differ from other contracts? How have traditional laws been applied to these agreements?
    • What is an electronic signature? Are electronic signatures valid?
    • What is a partnering agreement? What purpose does it serve?
    • What is the UETA? What are some of the major provisions of this act?
    Learning Objectives
  • Forming Contracts Online
    • Online Offers should include:
      • Remedies for Buyer.
      • Statute of Limitations.
      • What constitutes Buyer’s acceptance.
      • Method of Payment.
      • Seller’s Refund and Return Policies.
      • Disclaimers of Liability.
      • How Seller will Use Buyer’s Information (Privacy).
  • Online Contract Formation
    • Dispute Settlement Provisions.
      • Choice of Law.
      • Choice of Forum.
      • E-Bay uses online dispute resolution.
    • Displaying the Offer (via hyperlink).
    • How Offer Will Be Accepted.
      • Amazon.com--Checkout.
      • “I Accept” Button to Click.
  • Online Acceptances
    • Click-on Agreements.
    • Shrink-Wrap Agreements.
      • Contract terms are inside the box.
      • Party opening box agrees to terms by keeping merchandise.
    • Enforceable Contract Terms. (UCC 2-204).
    • Additional Terms.
  • Online Acceptances
    • Click-On Agreements occur when Buyer “checks out” or clicks on “I Accept” button on Seller’s website or when software is installed.
      • i.LAN Systems Inc. v. NetScout Service Level Corp. (2002).
    • Browse-Wrap Terms.
      • Specht v. Netscape Communications (2002).
  • E-Signatures
    • E-Signature Technologies.
      • Asymmetric Cryptosystem.
      • Cyber Notary.
    • State Law Governing E-Signatures.
      • Uniform Electronic Transactions Act (1999).
    • Federal Law.
      • E-SIGN (2000) gives e-signatures and e-documents legal force.
      • In re Cafeteria Operators, L.P. (2003).
  • Partnering Agreements
    • Sellers and Buyers agree as to protocols to create online agreements.
    • Useful for electronic inventory (Just In Time) ordering of parts and supplies.
  • UETA
    • Purpose is to remove barriers to forming electronic commerce.
    • E-Signature is “electronic sound, symbol or process…associated with a record and… adopted by a person with intent to sign the record.”
    • UETA applies only to e-records and e-signatures relating to a transaction.
  • UETA and E-SIGN
    • E-SIGN explicitly refers to UETA.
    • Provides that E-SIGN is pre-empted by state passing of UETA.
    • But state law must conform to minimum E-SIGN procedures.
  • Highlights of UETA
    • Parties must agree to Conduct Transactions Electronically.
      • A party can “opt out” of UETA terms.
    • Attribution—process to ensure person sending an electronic record is in fact the real person.
    • Electronic Errors.
    • “E-Mailbox” Rules.
      • Dispatched when leaves control of sender.
      • Received when enters recipient’s processing system.
  • UCITA
    • Applies to computer information.
    • Software is not a “good” but intellectual property.
    • Software is licensed, not sold;
    • License contract gives Buyer (Licensee) only specific rights.
    • Attribution and Authentication.
    • Mass Market Licenses.