Title 59.1, Title 59.1. Trade and Commerce

(a) In this section, "electronic error" means an error in an electronic message created by a consumer using an information processing system if a reasonable method to detect and correct or avoid the error was not provided. (b) In an automated transaction, a consumer is not bound …

(a) Receipt of an electronic message is effective when properly addressed and received. (b) Receipt of an electronic acknowledgment of an electronic message establishes that the message was received but by itself does not establish that the content sent corresponds to the content…

(a) The following rules apply to a submission of an idea or information for the creation, development, or enhancement of computer information which is not made pursuant to an existing agreement requiring the submission: (1) A contract is not formed and is not implied from the mer…

(a) A contract may be formed in any manner sufficient to show agreement, including offer and acceptance or conduct of both parties or operations of electronic agents which recognize the existence of a contract. (b) If the parties so intend, an agreement sufficient to constitute a…

Unless otherwise unambiguously indicated by the language or the circumstances: (1) An offer to make a contract invites acceptance in any manner and by any medium reasonable under the circumstances. (2) An order or other offer to acquire a copy for prompt or current delivery invit…

(a) In this section, an acceptance materially alters an offer if it contains a term that materially conflicts with or varies a term of the offer or that adds a material term not contained in the offer. (b) Except as otherwise provided in § 59.1-502.5, a definite and seasonable ex…

(a) In this section, an offer or acceptance is conditional if it is conditioned on agreement by the other party to all the terms of the offer or acceptance. (b) Except as otherwise provided in subsection (c), a conditional offer or acceptance precludes formation of a contract unl…

(a) A contract may be formed by the interaction of electronic agents. If the interaction results in the electronic agents' engaging in operations that under the circumstances indicate acceptance of an offer, a contract is formed, but a court may grant appropriate relief if the op…

(a) A release is effective without consideration if it is: (1) in a record to which the releasing party agrees, such as by manifesting assent, and which identifies the informational rights released; or (2) enforceable under estoppel, implied license, or other law. (b) A release c…

Except as otherwise provided in § 59.1-502.9, the following rules apply: (1) A party adopts the terms of a record, including a standard form, as the terms of the contract if the party agrees to the record, such as by manifesting assent. (2) The terms of a record may be adopted pu…

(a) A party adopts the terms of a mass-market license for purposes of § 59.1-502.8 only if the party agrees to the license, such as by manifesting assent, before or during the party's initial performance or use of or access to the information. A term is not part of the license if…

Terms with respect to which confirmatory records of the parties agree or which are otherwise set forth in a record intended by the parties as a final expression of their agreement with respect to terms included therein may not be contradicted by evidence of any previous agreement…

(a) To the extent that the conduct is not otherwise unlawful or restricted under the Copyright Act, 17 U.S.C. § 101 et seq., or other law, in a standard form contract for the use of a tangible copy of informational content to a licensee that is a nonprofit library or archive or a…

(a) The express terms of an agreement and any course of performance, course of dealing, or usage of trade must be construed whenever reasonable as consistent with each other. However, if that construction is unreasonable: (1) express terms prevail over course of performance, cour…

(a) An agreement modifying a contract subject to this chapter needs no consideration to be binding. (b) An authenticated record that precludes modification or rescission except by an authenticated record may not otherwise be modified or rescinded. In a standard form supplied by a…

(a) Terms of an agreement involving successive performances apply to all performances, even if the terms are not displayed or otherwise brought to the attention of a party with respect to each successive performance, unless the terms are modified in accordance with this chapter o…

An agreement that is otherwise sufficiently definite to be a contract is not invalid because it leaves particulars of performance to be specified by one of the parties. If particulars of performance are to be specified by a party, the following rules apply: (1) Specification must…

A performance obligation of a party that cannot be determined from the agreement or from other provisions of this chapter requires the party to perform in a manner and in a time that is reasonable in light of the commercial circumstances existing at the time of agreement.

(a) A license grants: (1) the contractual rights that are expressly described; and (2) a contractual right to use any informational rights within the licensor's control at the time of contracting which are necessary in the ordinary course to exercise the expressly described right…

(a) Except as otherwise provided in subsection (b), an agreement that provides that the performance of one party is to be to the satisfaction or approval of the other party requires performance sufficient to satisfy a reasonable person in the position of the party that must be sa…

(a) A licensor of information that is a merchant regularly dealing in information of the kind warrants that the information will be delivered free of the rightful claim of any third person by way of infringement or misappropriation, but a licensee that furnishes detailed specific…

(a) In this section, "free software" means a computer program with respect to which the licensor does not intend to make a profit from the distribution of the copy of the program and does not act generally for commercial gain derived from controlling use of the program or making,…

(a) Subject to subsection (c), an express warranty by a licensor is created as follows: (1) An affirmation of fact or promise made by the licensor to its licensee, including by advertising, which relates to the information and becomes part of the basis of the bargain creates an e…

(a) Unless the warranty is disclaimed or modified, a licensor that is a merchant with respect to computer programs of the kind warrants: (1) to the end user that the computer program is fit for the ordinary purposes for which such computer programs are used; (2) to the distributo…

(a) Unless the warranty is disclaimed or modified, a merchant that, in a special relationship of reliance with a licensee, collects, compiles, processes, provides, or transmits informational content warrants to that licensee that there is no inaccuracy in the informational conten…

(a) Unless the warranty is disclaimed or modified, if a licensor at the time of contracting has reason to know any particular purpose for which the computer information is required and that the licensee is relying on the licensor's skill or judgment to select, develop, or furnish…

(a) Words or conduct relevant to the creation of an express warranty and words or conduct tending to disclaim or modify an express warranty must be construed wherever reasonable as consistent with each other. Subject to § 59.1-503.1 with regard to parol or extrinsic evidence, the…

A licensee that modifies a computer program, other than by using a capability of the program intended for that purpose in the ordinary course, does not invalidate any warranty regarding performance of an unmodified copy but does invalidate any warranties, express or implied, rega…

Warranties, whether express or implied, must be construed as consistent with each other and as cumulative, but if that construction is unreasonable, the intention of the parties determines which warranty is dominant. In ascertaining that intention, the following rules apply: (1) …

(a) Except for published informational content, a warranty to a licensee extends to persons for whose benefit the licensor intends to supply the information or informational rights and which rightfully use the information in a transaction or application of a kind in which the lic…

(a) If an agreement provides for conveyance of ownership of informational rights in a computer program, ownership passes at the time and place specified by the agreement but does not pass until the program is in existence and identified to the contract. If the agreement does not …

(a) Except as otherwise provided in subsection (b), on material breach of a financial accommodation contract by the accommodated licensee, the following rules apply: (1) The financier may cancel the financial accommodation contract. (2) Subject to paragraphs (3) and (4), the fina…

(a) The creation of a financier's interest does not place any obligations on or alter the rights of a licensor. (b) A financier's interest does not attach to any intellectual property rights of the licensor unless the licensor expressly consents to such attachment in a license or…

(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…