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Chapter 10
 

Chapter 10

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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.