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Business Law

Objectives. Discuss whether shrink-wrap agreements are enforceableExplain when click-on agreements are enforceableDefine the legal validity of an electronic signature. Objectives. Describe important provisions of the Uniform Electronic Transactions Act (UETA)Summarize the coverage of the Uniform Computer Information Transactions Act (UCITA).

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Business Law

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    1. Business Law Chapter 17 E-Contracts

    2. Objectives Discuss whether shrink-wrap agreements are enforceable Explain when click-on agreements are enforceable Define the legal validity of an electronic signature

    3. Objectives Describe important provisions of the Uniform Electronic Transactions Act (UETA) Summarize the coverage of the Uniform Computer Information Transactions Act (UCITA)

    4. E-Commerce Doing business over the internet B2C – business to consumer B2B – business to business E-Contract – a contract entered into in e-commerce Most courts apply traditional law

    5. Online Contract Formation Create offers that clearly spell out the terms that will govern transactions if accepted. Make terms conspicuous and easily viewed by potential buyers.

    6. Shrink-Wrap Agreements An agreement whose terms are expressed inside a box in which the goods are packaged Agreement by keeping contents of box Between manufacturer and user

    7. Shrink-Wrap Agreements Warranties, remedies, and other issues associated with use of product Enforceable contract terms Enforced terms of shrink-wrap agreements in many cases Not all terms presented have been enforced When terms are communicated

    8. Click-On Agreements When a buyer, completing a transaction on a computer, is required to indicate assent to be bound by the terms of an offer by clicking on a button that says, for example, “I agree” A binding contract

    9. Browse-Wrap Terms Terms and conditions of use that are presented to an Internet user at the time certain products, such as software, are being downloaded but that need not be agreed to before being able to install or use the product.

    10. E-Signatures Asymmetric cryptosystem – private key (code) with a public counterpart Cybernotary – issues keys, identifies the owner and certifies validity of public key No uniform state law Uniform Electronic Transactions Act (1999)

    11. E-Signatures Electronic Signatures in Global and National Commerce Act (2000) E-SIGN Act No contract, record, or signature will be “denied legal effect” solely because it is in an electronic form Parties must agree to use e-signatures

    12. UETA Uniform Electronic Transactions Act Under UETA, contracts entered into online are presumed valid Applies only to electronic records and e-signatures relating to a transaction

    13. Highlights of UETA Parties must agree to conduct transactions electronically The parties can “opt out”, which means not all terms of UETA would apply Attribution applies – no one needs to sign an electronic record to give it legal effect

    14. Highlights of UETA Notarization – the e-signature of a notary public is official To avoid the effect of an error a party must promptly notify the other party or his or her intent not to be bound by it Timing – electronic records are considered sent when it is directed to the intended recipient in a form readable by the recipient’s computer system and leaves the control of the sender.

    15. UCITA Contracts to license or purchase software Contracts to create computer programs Contracts for computer games Contracts for online access to databases Contracts to distribute information on the Internet Etc

    16. UCITA May apply to part of transaction Primary subject matter – applies to entire transaction Recognizes freedom to contract – “opt out” Default rules – apply only in the absence of terms

    17. Highlights of UCITA Licensing – licensee is given certain rights to use and control the computer information during the license period Title does not pass UCITA identifies rights and restrictions

    18. Highlights of UCITA Attribution and authentication – rules for authentication are included Mass-market licenses – e-contract that is usually presented with a package of computer information

    19. Electronic Self-Help The right of a creditor or lessor to repossess goods if a borrower or lessee fails to make payments according to terms. “Turnoff” function – the licensor may disable the software, must be agreed to in contract Notification of intent to “turnoff” must be given at least 15 days in advance, with disclosure of reasons. Licensee has chance to cure.

    20. Electronic Self-Help Cannot be used if the licensor knows that its use will cause injury or harm to the public health or safety Or harm to the public interest affecting third persons involved in the dispute.

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