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?
Forming Contracts Online
- Online Offers should include:
- What constitutes Buyer’s acceptance.
- Seller’s Refund and Return Policies.
- Disclaimers of Liability.
- How Seller will Use Buyer’s Information (Privacy).
Online Contract Formation
- Dispute Settlement Provisions.
- E-Bay uses online dispute resolution.
- Displaying the Offer (via hyperlink).
- How Offer Will Be Accepted.
- “I Accept” Button to Click.
- Contract terms are inside the box.
- Party opening box agrees to terms by keeping merchandise.
- Enforceable Contract Terms. (UCC 2-204).
- 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).
- Specht v. Netscape Communications (2002).
- E-Signature Technologies.
- State Law Governing E-Signatures.
- Uniform Electronic Transactions Act (1999).
- E-SIGN (2000) gives e-signatures and e-documents legal force.
- In re Cafeteria Operators, L.P. (2003).
- Sellers and Buyers agree as to protocols to create online agreements.
- Useful for electronic inventory (Just In Time) ordering of parts and supplies.
- 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.
- Dispatched when leaves control of sender.
- Received when enters recipient’s processing system.
- 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.