Title 59.1, Title 59.1. Trade and Commerce

(a) In a license: (1) title to a copy is determined by the license; (2) a licensee's right under the license to possession or control of a copy is governed by the license and does not depend solely on title to the copy; and (3) if a licensor reserves title to a copy, the licensor…

The following rules apply to a transfer of a contractual interest: (1) A party's contractual interest may be transferred unless the transfer: (A) is prohibited by other law; or (B) except as otherwise provided in paragraph (3), would materially change the duty of the other party,…

(a) A transfer of "the contract" or of "all my rights under the contract," or a transfer in similar general terms, is a transfer of all contractual interests under the contract. Whether the transfer is effective is determined by §§ 59.1-505.3 and 59.1-505.8 (a) (1) (B). (b) The f…

(a) A party may perform its contractual duties or exercise its contractual rights through a delegate or a subcontract unless: (1) the contract prohibits delegation or subcontracting; or (2) the other party has a substantial interest in having the original promisor perform or cont…

(a) If all or any part of a licensee's interest in a license is transferred, voluntarily or involuntarily, the transferee does not acquire an interest in information, copies, or the contractual or informational rights of the licensee unless the transfer is effective under § 59.1-…

If a financier does not become a licensee in connection with its financial accommodation contract, the following rules apply: (1) The financier does not receive the benefits or burdens of the license. (2) The licensee's rights and obligations with respect to the information and i…

(a) If a financier becomes a licensee in connection with its financial accommodation contract and then transfers its contractual interest under the license, or sublicenses the licensed computer information or informational rights, to a licensee receiving the financial accommodati…

Unless the accommodated licensee is a consumer, a term in a financial accommodation contract providing that the accommodated licensee's obligations to the financier are irrevocable and independent is enforceable. The obligations become irrevocable and independent upon the license…

(a) A party shall perform in a manner that conforms to the contract. (b) If an uncured material breach of contract by one party precedes the aggrieved party's performance, the aggrieved party need not perform except with respect to contractual use terms, but the contractual use t…

(a) A party accepting a copy shall pay or render the consideration required by the agreement for the copy it accepts. Acceptance of a copy precludes refusal and, if made with knowledge of a nonconformity in a tender, may not be revoked because of the nonconformity unless acceptan…

(a) If an access contract provides for access over a period of time, the following rules apply: (1) The licensee's rights of access are to the information as modified and made commercially available by the licensor from time to time during that period. (2) A change in the content…

(a) If a person agrees to provide services regarding the correction of performance problems in computer information, other than an agreement to cure its own existing breach of contract, the following rules apply: (1) If the services are provided by a licensor of the information a…

(a) In this section: (1) "Dealer" means a merchant licensee that receives information directly or indirectly from a licensor for sale or license to end users. (2) "End user" means a licensee that acquires a copy of the information from a dealer by delivery on a tangible medium fo…

(a) Except as otherwise provided in this section, the risk of loss as to a copy that is to be delivered to a licensee, including a copy delivered by electronic means, passes to the licensee upon its receipt of the copy. (b) If an agreement requires or authorizes a licensor to sen…

(a) Unless a party has assumed a different obligation, delay in performance by a party, or nonperformance in whole or part by a party, other than of an obligation to make payments or to conform to contractual use terms, is not a breach of contract if the delay or nonperformance i…

(a) Except as otherwise provided in subsection (b), on termination all obligations that are still executory on both sides are discharged. (b) The following survive termination: (1) a right based on previous breach or performance of the contract; (2) an obligation of confidentiali…

(a) Except as otherwise provided in subsection (b), a party may not terminate a contract except on the happening of an agreed event, such as the expiration of the stated duration, unless the party gives reasonable notice of termination to the other party. (b) An access contract m…

(a) On termination of a license, a party in possession or control of information, copies, or other materials that are the property of the other party, or are subject to a contractual obligation to be delivered to that party on termination, shall use commercially reasonable effort…

(a) In this section, "enable use" means to grant a contractual right or permission with respect to information or informational rights and to complete the acts, if any, required under the agreement to make the information available to the licensee. (b) A licensor shall enable use…

If an agreement requires that submitted information be to the satisfaction of the recipient, the following rules apply: (1) Sections 59.1-506.6 through 59.1-506.10 and 59.1-507.4 through 59.1-507.7 do not apply to the submission. (2) If the information is not satisfactory to the …

If a performance involves delivery of information or services which, because of their nature, may provide a licensee, immediately on performance or delivery, with substantially all the benefit of the performance or with other significant benefit that cannot be returned, the follo…

(a) In this section, "automatic restraint" means a program, code, device, or similar electronic or physical limitation the intended purpose of which is to prevent use of information contrary to the contract or applicable law. (b) A party entitled to enforce a limitation on use of…

(a) Delivery of a copy must be at the location designated by agreement. In the absence of a designation, the following rules apply: (1) The place for delivery of a copy on a tangible medium is the tendering party's place of business or, if it has none, its residence. However, if …

(a) If performance requires delivery of a copy, the following rules apply: (1) The party required to deliver need not complete a tendered delivery until the receiving party tenders any performance then due. (2) Tender of delivery is a condition of the other party's duty to accept…

(a) Except as otherwise provided in §§ 59.1-506.3 and 59.1-506.4, if performance requires delivery of a copy, the following rules apply: (1) Except as otherwise provided in this section, the party receiving the copy has a right before payment or acceptance to inspect the copy at …

(a) Acceptance of a copy occurs when the party to which the copy is tendered: (1) signifies, or acts with respect to the copy in a manner that signifies, that the tender was conforming or that the party will take or retain the copy despite the nonconformity; (2) does not make an …

(a) Whether a party is in breach of contract is determined by the agreement or, in the absence of agreement, this chapter. A breach occurs if a party without legal excuse fails to perform an obligation in a timely manner, repudiates a contract, or exceeds a contractual use term, …

(a) A repudiating party may retract its repudiation until its next performance is due unless the aggrieved party, after the repudiation, has canceled the contract, materially changed its position, or otherwise indicated that it considers the repudiation final. (b) A retraction ma…

(a) A claim or right arising out of a breach of contract may be discharged in whole or part without consideration by a waiver in a record to which the party making the waiver agrees after breach, such as by manifesting assent, or which the party making the waiver authenticates an…

(a) A party in breach of contract may cure the breach at its own expense if: (1) the time for performance has not expired and the party in breach seasonably notifies the aggrieved party of its intent to cure and, within the time for performance, makes a conforming performance; (2…

(a) Subject to subsection (b) and § 59.1-507.5, tender of a copy that is a material breach of contract permits the party to which tender is made to: (1) refuse the tender; (2) accept the tender; or (3) accept any commercially reasonable units and refuse the rest. (b) In a mass-ma…

If an agreement grants a right in or permission to use informational rights which precedes or is otherwise independent of the delivery of a copy, the following rules apply: (1) A party may refuse a tender of a copy which is a material breach as to that copy, but refusal of that t…

(a) Except as otherwise provided in this section, after rightful refusal or revocation of acceptance of a copy, the following rules apply: (1) If the refusing party rightfully cancels the contract, § 59.1-508.2 applies and all contractual use terms continue. (2) If the contract i…

(a) A party that accepts a nonconforming tender of a copy may revoke acceptance only if the nonconformity is a material breach of contract and the party accepted it: (1) on the reasonable assumption that the nonconformity would be cured, and the nonconformity was not seasonably c…

(a) A contract imposes an obligation on each party not to impair the other's expectation of receiving due performance. If reasonable grounds for insecurity arise with respect to the performance of either party, the aggrieved party may: (1) demand in a record adequate assurance of…

(a) If a party to a contract repudiates a performance not yet due and the loss of performance will substantially impair the value of the contract to the other party, the aggrieved party may: (1) await performance by the repudiating party for a commercially reasonable time or reso…

(a) The remedies provided in this chapter are cumulative, but a party may not recover more than once for the same loss. (b) Except as otherwise provided in §§ 59.1-508.3 and 59.1-508.4, if a party is in breach of contract, whether or not the breach is material, the aggrieved part…

(a) Except as otherwise provided in subsection (b), an aggrieved party, upon notifying the party in breach of contract of its intention to do so, may deduct all or any part of the damages resulting from the breach from any payments still due under the same contract. (b) If a brea…

(a) Specific performance may be ordered: (1) if the agreement provides for that remedy, other than an obligation for the payment of money; (2) if the contract was not for personal services and the agreed performance is unique; or (3) in other proper circumstances. (b) An order fo…

(a) On breach of contract by a licensee, the licensor may: (1) identify to the contract any conforming copy not already identified if, at the time the licensor learned of the breach, the copy was in its possession; (2) in the exercise of reasonable commercial judgment for purpose…

On breach of contract by a licensor, the following rules apply: (1) A licensee that has not canceled the contract may continue to use the information and informational rights under the contract. If the licensee continues to use the information or informational rights, the license…

On material breach of an access contract or if the agreement so provides, a party may discontinue all contractual rights of access of the party in breach and direct any person that is assisting the performance of the contract to discontinue its performance.

(a) On cancellation of a license, the licensor has the right: (1) to possession of all copies of the licensed information in the possession or control of the licensee and any other materials pertaining to that information which by contract are to be returned or delivered by the l…

(a) In this section, (1) "electronic self-help" means the use of electronic means to exercise a licensor's rights under § 59.1-508.15 (b); and (2) "wrongful use of electronic self-help" means use of electronic self-help other than in compliance with this section. (b) On cancellat…

(a) An aggrieved party may cancel a contract if there is a material breach that has not been cured or waived or the agreement allows cancellation for the breach. (b) Cancellation is not effective until the canceling party gives notice of cancellation to the party in breach, unles…

(a) Except as otherwise provided in this section and in § 59.1-508.4: (1) an agreement may provide for remedies in addition to or in substitution for those provided in this chapter and may limit or alter the measure of damages recoverable under this chapter or a party's other rem…