Chapter 12 E-Contracts

 What are some important clauses that offerors should include when making offers to form e-contracts?  What are shrink-wrap agreements?  What is an electronic signature?  What problems does the UCITA address that were not addressed by UCC?  What is the UETA?  What are some important clauses that offerors should include when making offers to form e-contracts?  What are shrink-wrap agreements?  What is an electronic signature?  What problems does the UCITA address that were not addressed by UCC?  What is the UETA? Learning Objectives

Forming Contracts Online  B2C-Business to Consumer E-Contracts  B2B-Business to Business E-Contracts  Online Offers Should Include: Conspicuous and Obvious Terms Remedies available (including Seller’s Refund) Statutes of Limitation Dispute Settlement Provisions Disclaimers of Liability How information will be used by Seller.  B2C-Business to Consumer E-Contracts  B2B-Business to Business E-Contracts  Online Offers Should Include: Conspicuous and Obvious Terms Remedies available (including Seller’s Refund) Statutes of Limitation Dispute Settlement Provisions Disclaimers of Liability How information will be used by Seller.

Forming Contracts Online  Online Acceptances: Click-On (Click-Wrap) Agreements Online version of “shrink-wrap” agreements Acceptance by clicking on an “I Accept” button on the website Shrink-Wrap Agreements-Enforceable Terms Shrink Wrap Agreements-Additional Terms (not all terms are enforceable) “Browse-Wrap” License  Online Acceptances: Click-On (Click-Wrap) Agreements Online version of “shrink-wrap” agreements Acceptance by clicking on an “I Accept” button on the website Shrink-Wrap Agreements-Enforceable Terms Shrink Wrap Agreements-Additional Terms (not all terms are enforceable) “Browse-Wrap” License

Linking and Framing  Linking to Other’s Web Pages Linking is legal to another website and does not generally require permission. However, “deep linking” (more than a few levels deep in the website) may require 3 rd party permission.  Framing Trademark issues Usually requires owner’s consent  Linking to Other’s Web Pages Linking is legal to another website and does not generally require permission. However, “deep linking” (more than a few levels deep in the website) may require 3 rd party permission.  Framing Trademark issues Usually requires owner’s consent

E-Signatures  Many contracts require a writing and a signature to be enforceable.  With E-Contracts, signatures have changed. Signatures can be: Digital (with Cybernotary) Signature Dynamics Smart Cards, Personal Identification A Mouse Click (attribution problems)  Many contracts require a writing and a signature to be enforceable.  With E-Contracts, signatures have changed. Signatures can be: Digital (with Cybernotary) Signature Dynamics Smart Cards, Personal Identification A Mouse Click (attribution problems)

Laws Governing E-Signatures  Some states have e-signature legislation but it is not uniform.  Federal Law E-Signatures (E-SIGN Act) E-Documents Parties must agree to use electronic signatures.  Some states have e-signature legislation but it is not uniform.  Federal Law E-Signatures (E-SIGN Act) E-Documents Parties must agree to use electronic signatures.

Partnering Agreement  Sellers and Buyers who frequently do business agree on the terms and conditions of doing business electronically. Digital Signatures Identification Codes Mode of Transmission  Sellers and Buyers who frequently do business agree on the terms and conditions of doing business electronically. Digital Signatures Identification Codes Mode of Transmission

UCITA  UCC governs the sale of goods (tangible and movable)  UCITA governs the license of information (intangible good)  Scope and Applicability of UCITA Applies to Computer Information May apply to all or part of a “sale” Parties can “opt out”  UCC governs the sale of goods (tangible and movable)  UCITA governs the license of information (intangible good)  Scope and Applicability of UCITA Applies to Computer Information May apply to all or part of a “sale” Parties can “opt out”

UCITA  Highlights of UCITA Mass-Market Licenses E-Contract presented with a package of computer information in the form of a click on license. Warranties Authentication and Attribution Access Contracts (internet access) Electronic Self Help  Highlights of UCITA Mass-Market Licenses E-Contract presented with a package of computer information in the form of a click on license. Warranties Authentication and Attribution Access Contracts (internet access) Electronic Self Help

UETA  Uniform Electronic Transactions Act (Federal E-SIGN Act is similar)  Creates framework for Electronic Transactions and E-Commerce  UETA provides: Formation of contracts by e-agents Does not apply unless parties agree to use e- commerce in transactions.  Uniform Electronic Transactions Act (Federal E-SIGN Act is similar)  Creates framework for Electronic Transactions and E-Commerce  UETA provides: Formation of contracts by e-agents Does not apply unless parties agree to use e- commerce in transactions.