Title 59.1, Trade and Commerce

(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…

(a) Damages for breach of contract by either party may be liquidated by agreement in an amount that is reasonable in light of: (1) the loss anticipated at the time of contracting; (2) the actual loss; or (3) the actual or anticipated difficulties of proving loss in the event of b…

(a) Except as otherwise provided in subsection (b), an action for breach of contract must be commenced within the later of four years after the right of action accrues or one year after the breach was or should have been discovered, but not later than five years after the right o…

Remedies for material misrepresentation or fraud include all remedies available under this chapter for nonfraudulent breach of contract.

(a) Except as otherwise provided in the contract, an aggrieved party may not recover compensation for that part of a loss which could have been avoided by taking measures reasonable under the circumstances to avoid or reduce loss. The burden of establishing a failure of the aggri…

(a) In this section, "substitute transaction" means a transaction by the licensor which would not have been possible except for the licensee's breach and which transaction is for the same information or informational rights with the same contractual use terms as the transaction t…

(a) Subject to subsection (b) and except as otherwise provided in § 59.1-508.7, a breach of contract by a licensor entitles the licensee to recover the following compensation for losses resulting in the ordinary course from the breach or, if appropriate, as to the whole contract,…

Contracts that are enforceable and rights of action that accrue before the effective date of this chapter are governed by the law then in effect unless the parties agree to be governed by this chapter.

As used in this chapter, unless the context requires a different meaning: "Established business relationship" means a relationship between the contactedperson and the person on whose behalf the telephone solicitation is being made or initiated based on (i) the contactedperson's p…

No telephone solicitor shall initiate, or cause to be initiated, a telephone solicitation at any time other than between 8:00 a.m. and 9:00 p.m. local time at the contacted person's location, unless the telephone solicitor has obtained the prior consent of the contacted person.

A telephone solicitor who makes a telephone solicitation via telephone call shall identify himself by his first and last names and the name of the person on whose behalf the telephone solicitation is being made promptly upon making contact with the recipient of such solicitation.

A. A telephone solicitor who makes a telephone solicitation shall transmit the telephone number, and, when available by the telephone solicitor's carrier, the name of the telephone solicitor. The number so provided must permit, during regular business hours, any individual to mak…

Whenever a live sales representative is not available to speak with the person answering a telephone solicitation via telephone call within two seconds of the person's completed greeting, the telephone solicitor shall play a prerecorded identification message that states the name…

A. No telephone solicitor shall initiate, or cause to be initiated, a telephone solicitation to a telephone number when a person at such telephone number previously has stated that he does not wish to receive a telephone solicitation made by or on behalf of the person on whose be…

A. A seller on whose behalf or for whose benefit a telephone solicitor makes or initiates a telephone solicitation in violation of any provision of § 59.1-511, 59.1-512, 59.1-513, or 59.1-514 and the telephone solicitor making or initiating the telephone solicitation shall be joi…

A. Any natural person who is aggrieved by a violation of this chapter shall be entitled to initiate an action against any responsible person to enjoin such violation and to recover from any responsible person damages in the amount of $500 for a first violation, $1,000 for a secon…