Code of Virginia - Title 59.1 Trade And Commerce - Chapter 43 Uniform Computer Information Transactions Act

59.1-501.1 Title
This chapter may be cited as the Uniform Computer Information Transactions Act. (2000, cc. 101, 996.) ...
59.1-501.2 Definitions
(a) As used in this chapter: (1) "Access contract" means a contract to obtain by electronic means access to, or information from, an information processing ...
59.1-501.3 Scope; exclusions
(a) This chapter applies to computer information transactions. (b) Except for subject matter excluded in subsection (d), if a computer information transaction includes subject matter ...
59.1-501.4 Description unavailable
Repealed by Acts 2004, c. 794. ...
59.1-501.4:1 Consumer protection law governs
(a) In this section, "consumer protection law" means a consumer protection statute, rule, or regulation, or other state executive or legislative action that has the ...
59.1-501.5 Relation to federal law; fundamental public policy; transactions subject to other state la...
(a) A provision of this chapter that is preempted by federal law is unenforceable to the extent of the preemption. (b) If a term of ...
59.1-501.6 Rule of construction
(a) This chapter must be liberally construed and applied to promote its underlying purposes and policies to: (1) support and facilitate the realization of the ...
59.1-501.7 Legal recognition of electronic record and authentication; use of electronic agents
(a) A record or authentication may not be denied legal effect or enforceability solely because it is in electronic form. (b) This chapter does not ...
59.1-501.8 Proof and effect of authentication
(a) Authentication may be proven in any manner, including a showing that a party made use of information or access that could have been available ...
59.1-501.9 Choice of law
(a) The parties in their agreement may choose the applicable law. However, the choice is not enforceable in a consumer contract to the extent it ...
59.1-501.10 Contractual choice of forum
(a) The parties in their agreement may choose an exclusive judicial forum unless the choice is unreasonable or unjust. (b) A judicial forum specified in ...
59.1-501.11 Unconscionable contract or term
(a) If a court as a matter of law finds a contract or a term thereof to have been unconscionable at the time it was ...
59.1-501.12 Manifesting assent
(a) A person manifests assent to a record or term if the person, acting with knowledge of, or after having an opportunity to review the ...
59.1-501.13 Description unavailable
Repealed by Acts 2004, c. 794. ...
59.1-501.13:1 Opportunity to review
(a) A person has an opportunity to review a record or term only if it is made available in a manner that ought to call ...
59.1-501.14 Description unavailable
Repealed by Acts 2004, c. 794. ...
59.1-501.14:1 Pretransaction disclosures in Internet-type transactions
This section applies to a licensor that makes its computer information available to a licensee by electronic means from its Internet or similar electronic site. ...
59.1-501.15 Variation by agreement; commercial practice
(a) The effect of any provision of this chapter, including an allocation of risk or imposition of a burden, may be varied by agreement of ...
59.1-501.16 Supplemental principles; good faith; commercial practice
(a) Unless displaced by this chapter, principles of law and equity, including the merchant law and the common law of the Commonwealth relative to capacity ...
59.1-501.17 Decision for court; legal consequences; reasonable time; reason to know
(a) Whether a term is conspicuous or is unenforceable under §§ 59.1-501.5 (a) or (b), 59.1-501.11, or § 59.1-502.9 (a) and whether an attribution procedure ...
59.1-501.18 through 59.1-502
Reserved. ...
59.1-502.1 Formal requirements
(a) Except as otherwise provided in this section, a contract requiring payment of a contract fee of $5,000 or more is not enforceable by way ...
59.1-502.2 Formation in general
(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 ...
59.1-502.3 Offer and acceptance in general
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 ...
59.1-502.4 Acceptance with varying terms
(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 ...
59.1-502.5 Conditional offer or acceptance
(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 ...
59.1-502.6 Offer and acceptance; electronic agents
(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 ...
59.1-502.7 Formation; releases of informational rights
(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, ...
59.1-502.8 Adopting terms of records
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 ...
59.1-502.9 Mass-market license
(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 ...
59.1-502.10 Terms of contract formed by conduct
(a) Except as otherwise provided in subsection (b) and subject to § 59.1-503.1, if a contract is formed by conduct of the parties, the terms ...
59.1-502.11 Description unavailable
Repealed by Acts 2004, c. 794. ...
59.1-502.12 Efficacy and commercial reasonableness of attribution procedure
The efficacy, including the commercial reasonableness, of an attribution procedure is determined by the court. In making this determination, the following rules apply: (1) An ...
59.1-502.13 Determining attribution
(a) An electronic authentication, display, message, record, or performance is attributed to a person if it was the act of the person or its electronic ...
59.1-502.14 Electronic error; consumer defenses
(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 ...
59.1-502.15 Electronic message; when effective; effect of acknowledgment
(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 ...
59.1-502.16 Idea or information submission
(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 ...
59.1-502.17 through 59.1-503
Reserved. ...
59.1-503.1 Parol or extrinsic evidence
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 ...
59.1-503.2 Practical construction
(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 ...
59.1-503.3 Modification and rescission
(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 ...
59.1-503.4 Continuing contractual terms
(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 ...
59.1-503.5 Terms to be specified
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 ...
59.1-503.6 Performance under open terms
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 ...
59.1-503.7 Interpretation and requirements for grant
(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 ...
59.1-503.8 Description unavailable
Repealed by Acts 2004, c. 794. ...
59.1-503.9 Agreement for performance to party's satisfaction
(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 ...
59.1-503.10 Licenses to nonprofit libraries, archives or educational institutions
(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 ...
59.1-503.11 through 59.1-504
Reserved. ...
59.1-504.1 Warranty and obligations concerning noninterference and noninfringement
(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 ...
59.1-504.2 Express warranty
(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 ...
59.1-504.3 Implied warranty; merchantability of computer program
(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 ...
59.1-504.4 Implied warranty; informational content
(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 ...
59.1-504.5 Implied warranty; licensee's purpose; system integration
(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 ...
59.1-504.6 Disclaimer or modification of warranty
(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 ...
59.1-504.7 Modification of computer program
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 ...
59.1-504.8 Cumulation and conflict of warranties
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 ...
59.1-504.9 Third-party beneficiaries of warranty
(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 ...
59.1-504.10 No implied warranties for free software
(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 ...
59.1-504.11 through 59.1-505
Reserved. ...
59.1-505.1 Ownership of informational rights
(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 ...
59.1-505.2 Title to copy
(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 ...
59.1-505.3 Transfer of contractual interest
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 ...
59.1-505.4 Effect of transfer of contractual interest
(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 ...
59.1-505.5 Performance by delegate; subcontract
(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 ...
59.1-505.6 Transfer by licensee
(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 ...
59.1-505.7 Financing if financier does not become licensee
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 ...
59.1-505.8 Finance licenses
(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 ...
59.1-505.9 Financing arrangements; obligations irrevocable
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 ...
59.1-505.10 Financing arrangements; remedies or enforcement
(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) ...
59.1-505.11 Financing arrangements; effect on licensor's rights
(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 ...
59.1-505.12 through 59.1-506
Reserved. ...
59.1-506.1 Performance of contract in general
(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 ...
59.1-506.2 Licensor's obligations to enable use
(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 ...
59.1-506.3 Submissions of information to satisfaction of party
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 ...
59.1-506.4 Immediately completed performance
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 ...
59.1-506.5 Electronic regulation of performance
(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 ...
59.1-506.6 Copy; delivery; tender of delivery
(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 ...
59.1-506.7 Copy; performance related to delivery; payment
(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 ...
59.1-506.8 Copy; right to inspect; payment before inspection
(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 ...
59.1-506.9 Copy; when acceptance occurs
(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 ...
59.1-506.10 Copy; effect of acceptance; burden of establishing; notice of claims
(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 ...
59.1-506.11 Access contracts
(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 ...
59.1-506.12 Correction and support contracts
(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 ...
59.1-506.13 Contracts involving publishers, dealers, and end users
(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 ...
59.1-506.14 Risk of loss of copy
(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 ...
59.1-506.15 Excuse by failure of presupposed conditions
(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 ...
59.1-506.16 Termination; survival of obligations
(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 ...
59.1-506.17 Notice of termination
(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 ...
59.1-506.18 Termination; enforcement
(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 ...
59.1-506.19 through 59.1-507
Reserved. ...
59.1-507.1 Breach of contract; material breach
(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 ...
59.1-507.2 Waiver of remedy for breach of contract
(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 ...
59.1-507.3 Cure of breach of contract
(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 ...
59.1-507.4 Copy; refusal of defective tender
(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 ...
59.1-507.5 Copy; contract with previous vested grant of rights
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, ...
59.1-507.6 Copy; duties upon rightful refusal
(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 ...
59.1-507.7 Copy; revocation of acceptance
(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 ...
59.1-507.8 Adequate assurance of performance
(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 ...
59.1-507.9 Anticipatory repudiation
(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 ...
59.1-507.10 Retraction of anticipatory repudiation
(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, ...
59.1-507.11 through 59.1-508
Reserved. ...
59.1-508.1 Remedies in general
(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 ...
59.1-508.2 Cancellation
(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 ...
59.1-508.3 Contractual modification of remedy
(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 ...
59.1-508.4 Liquidation of damages
(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 ...
59.1-508.5 Limitation of actions
(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 ...
59.1-508.6 Remedies for fraud
Remedies for material misrepresentation or fraud include all remedies available under this chapter for nonfraudulent breach of contract. (2000, cc. 101, 996.) ...
59.1-508.7 Measurement of damages in general
(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 ...
59.1-508.8 Licensor's damages
(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 ...
59.1-508.9 Licensee's damages
(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 ...
59.1-508.10 Recoupment
(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, ...
59.1-508.11 Specific performance
(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 ...
59.1-508.12 Completing performance
(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 ...
59.1-508.13 Continuing use
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 ...
59.1-508.14 Discontinuing access
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 ...
59.1-508.15 Right to possession and to prevent use
(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 ...
59.1-508.16 Limitations on electronic self-help
(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 ...
59.1-508.17 through 59.1-509
Reserved. ...
59.1-509.1 Severability
If any provision of this chapter or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or ...
59.1-509.2 Previous rights and transactions
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 ...

Last modified: April 3, 2009