dcrodriguez/Code-of-Virginia huggingface dataset:
Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 42.1 (UNIFORM ELECTRONIC TRANSACTIONS ACT)
§ 59.1-487. Attribution and effect of electronic record and electronic signature.
(a) An electronic record or electronic signature is attributable to a person if it was the act of the person. The act of the person may be shown in any manner, including a showing of the efficacy of any security procedure applied to determine the person to which the electronic record or electronic signature was attributable.

(b) The effect of an electronic record or electronic signature attributed to a person under subsection (a) is determined from the context and surrounding circumstances at the time of its creation, execution, or adoption, including the parties' agreement, if any, and otherwise as provided by law.

2000, c. 995.

Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 42.1 (UNIFORM ELECTRONIC TRANSACTIONS ACT)
§ 59.1-488. Effect of change or error.
If a change or error in an electronic record occurs in a transmission between parties to a transaction, the following rules apply:

(1) If the parties have agreed to use a security procedure to detect changes or errors and one party has conformed to the procedure, but the other party has not, and the nonconforming party would have detected the change or error had that party also conformed, the conforming party may avoid the effect of the changed or erroneous electronic record.

(2) In an automated transaction involving an individual, the individual may avoid the effect of an electronic record that resulted from an error made by the individual in dealing with the electronic agent of another person if the electronic agent did not provide an opportunity for the prevention or correction of the error and, at the time the individual learns of the error, the individual:

(A) Promptly notifies the other person of the error and that the individual did not intend to be bound by the electronic record received by the other person;

(B) Takes reasonable steps, including steps that conform to the other person's reasonable instructions, to return to the other person or, if instructed by the other person, to destroy the consideration received, if any, as a result of the erroneous electronic record; and

(C) Has not used or received any benefit or value from the consideration, if any, received from the other person.

(3) If neither paragraph (1) nor paragraph (2) applies, the change or error has the effect provided by other law, including the law of mistake, and the parties' contract, if any.

(4) Paragraphs (2) and (3) may not be varied by agreement.

2000, c. 995.

Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 42.1 (UNIFORM ELECTRONIC TRANSACTIONS ACT)
§ 59.1-489. Notarization and acknowledgment.
If a law requires a signature or record to be notarized, acknowledged, verified, or made under oath, the requirement is satisfied if the electronic signature of the person authorized to perform those acts, together with all other information required to be included by other applicable law, is attached to or logically associated with the signature or record.

2000, c. 995.
Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 42.1 (UNIFORM ELECTRONIC TRANSACTIONS ACT)
§ 59.1-490. Retention of electronic record.
(a) If a law requires that a record be retained, the requirement is satisfied by retaining an electronic record of the information in the record which:

(1) Accurately reflects the information set forth in the record at the time and after it was first generated in its final form as an electronic record or otherwise; and

(2) Remains accessible for later reference.

(b) A requirement to retain a record in accordance with subsection (a) does not apply to any information the sole purpose of which is to enable the record to be sent, communicated, or received.

(c) A person may satisfy subsection (a) by using the services of another person if the requirements of that subsection are satisfied.

(d) If a law requires a record to be presented or retained in its original form, or provides consequences if the record is not presented or retained in its original form, that law is satisfied by an electronic record retained in accordance with subsection (a).

(e) If a law requires retention of a check, that requirement is satisfied by retention of an electronic record of the information on the front and back of the check in accordance with subsection (a).

(f) A record retained as an electronic record in accordance with subsection A satisfies a law requiring a person to retain a record for evidentiary, audit, or like purposes, unless a law enacted after the effective date of this chapter specifically prohibits the use of an electronic record for the specified purpose.

(g) This section does not preclude a public body of the Commonwealth from specifying additional requirements for the retention of a record subject to such public body's jurisdiction.

2000, c. 995.

Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 42.1 (UNIFORM ELECTRONIC TRANSACTIONS ACT)
§ 59.1-491. Admissibility of evidence.
(a) In any proceeding, evidence of a record or signature may not be excluded solely because it is in electronic form.

(b) In determining the evidentiary weight to be given a particular electronic signature, the trier of fact shall consider whether the electronic signature is: (i) unique to the signer, (ii) capable of verification, (iii) under the signer's sole control, (iv) linked to the record in such a manner that it can be determined if any data contained in the record was changed subsequent to the electronic signature being affixed to the record, and (v) created by a method appropriately reliable for the purpose for which the electronic signature was used. The trier of fact may consider any other relevant and probative evidence affecting the authenticity and/or validity of the electronic signature.

2000, c. 995.
Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 42.1 (UNIFORM ELECTRONIC TRANSACTIONS ACT)
§ 59.1-492. Automated transactions.
In an automated transaction, the following rules apply:

(1) A contract may be formed by the interaction of electronic agents of the parties, even if no individual was aware of or reviewed the electronic agents' actions or the resulting terms and agreements.

(2) A contract may be formed by the interaction of an electronic agent and an individual, acting on the individual's own behalf or for another person, including by an interaction in which the individual performs actions that the individual is free to refuse to perform and which the individual knows or has reason to know will cause the electronic agent to complete the transaction or performance.

(3) The terms of the contract are determined by the substantive law applicable to the contract.

2000, c. 995.
Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 42.1 (UNIFORM ELECTRONIC TRANSACTIONS ACT)
§ 59.1-493. Time and place of sending and receipt.
(a) Unless otherwise agreed between the sender and the recipient, an electronic record is sent when it:

(1) Is addressed properly or otherwise directed properly to an information processing system that the recipient has designated or uses for the purpose of receiving electronic records or information of the type sent and from which the recipient is able to retrieve the electronic record;

(2) Is in a form capable of being processed by that system; and

(3) Enters an information processing system outside the control of the sender or of a person that sent the electronic record on behalf of the sender or enters a region of the information processing system designated or used by the recipient which is under the control of the recipient.

(b) Unless otherwise agreed between a sender and the recipient, an electronic record is received when:

(1) It enters an information processing system that the recipient has designated or uses for the purpose of receiving electronic records or information of the type sent and from which the recipient is able to retrieve the electronic record; and

(2) It is in a form capable of being processed by that system.

(c) Subsection (b) applies even if the place the information processing system is located is different from the place the electronic record is deemed to be received under subsection (d).

(d) Unless otherwise expressly provided in the electronic record or agreed between the sender and the recipient, an electronic record is deemed to be sent from the sender's place of business and to be received at the recipient's place of business. For purposes of this subsection, the following rules apply:

(1) If the sender or recipient has more than one place of business, the place of business of that person is the place having the closest relationship to the underlying transaction.

(2) If the sender or the recipient does not have a place of business, the place of business is the sender's or recipient's residence, as the case may be.

(e) An electronic record is received under subsection (b) even if no individual is aware of its receipt.

(f) Receipt of an electronic acknowledgment from an information processing system described in subsection (b) establishes that a record was received but, by itself, does not establish that the content sent corresponds to the content received.

(g) If a person is aware that an electronic record purportedly sent under subsection (a), or purportedly received under subsection (b), was not actually sent or received, the legal effect of the sending or receipt is determined by other applicable law. Except to the extent permitted by the other law, the requirements of this subsection may not be varied by agreement.

2000, c. 995.
Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 42.1 (UNIFORM ELECTRONIC TRANSACTIONS ACT)
§ 59.1-495. Creation and retention of electronic records and conversion of written records by public bodies of the Commonwealth.
Upon providing protection to preserve security and confidentiality, every public body of the Commonwealth may create and retain electronic records and convert written records to electronic records.

2000, c. 995.

Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 42.1 (UNIFORM ELECTRONIC TRANSACTIONS ACT)
§ 59.1-496. Acceptance and distribution of electronic records by public bodies; electronic filing of information permitted.
(a) Except as otherwise provided in subsection (f) of § 59.1-490, and upon providing protection to preserve security and confidentiality, public bodies of the Commonwealth may (i) accept the electronic filing of any information required or permitted to be filed with such public body and (ii) prescribe the methods of executing, recording, reproducing, and certifying electronically filed information pursuant to subsection (b). Unless otherwise provided for in the Code of Virginia, electronic filing in the courts of this Commonwealth shall be governed by the Rules adopted by the Supreme Court of Virginia.

(b) To the extent that public bodies of the Commonwealth use electronic records and electronic signatures and accept electronic filings under subsection (a), the following rules apply:

(1) Public bodies of the Commonwealth may specify the manner and format in which the electronic records must be created, generated, sent, communicated, received, and stored and the systems established for those purposes;

(2) Public bodies of the Commonwealth may specify the type of electronic signature required, the manner and format in which the electronic signature must be affixed to the electronic record, and the identity of, or criteria that must be met by, any third party used by a person filing a document to facilitate the process;

(3) Public bodies of the Commonwealth may specify control processes and procedures as appropriate to ensure adequate preservation, disposition, integrity, security, confidentiality, and auditability of electronic records; and

(4) Public bodies of the Commonwealth may establish other criteria to ensure the authenticity and validity of electronic signatures.

(c) Except as otherwise provided in § 59.1-490 (f), this chapter does not require public bodies of the Commonwealth to use or permit the use of electronic records or signatures.

2000, c. 995.
Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 42.1 (UNIFORM ELECTRONIC TRANSACTIONS ACT)
§ 59.1-497. Interoperability.
A public body of the Commonwealth that adopts standards pursuant to § 59.1-496 and the Secretary of Administration may encourage and promote consistency and interoperability with similar requirements adopted by other public bodies of the Commonwealth, other states and the federal government and nongovernmental persons interacting with public bodies of the Commonwealth. If appropriate, those standards may specify differing levels of standards from which public bodies of the Commonwealth may choose in implementing the most appropriate standard for a particular application.

2000, c. 995; 2020, c. 738.

Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 42.1 (UNIFORM ELECTRONIC TRANSACTIONS ACT)
§ 59.1-498. Reserved.
Reserved.
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.

Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 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 an agreement is not exclusive unless the agreement expressly so provides and, in a mass-market transaction, expressly and conspicuously so provides.

2000, cc. 101, 996; 2001, c. 763.

Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 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 made, the court may refuse to enforce the contract, enforce the remainder of the contract without the unconscionable term, or limit the application of the unconscionable term so as to avoid an unconscionable result.

(b) If a court as a matter of law finds a contract or a term thereof has been induced by unconscionable conduct or that unconscionable conduct has occurred in the collection of a claim arising from the contract, the court may grant appropriate relief.

(c) If it is claimed or appears to the court that a contract or term thereof may be unconscionable, the parties must be afforded a reasonable opportunity to present evidence as to its commercial setting, purpose, and effect to aid the court in making the determination.

2000, cc. 101, 996.
Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 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 record or term or a copy of it:

(1) authenticates the record or term with intent to adopt or accept it; or

(2) intentionally engages in conduct or makes statements with reason to know that the other party or its electronic agent may infer from the conduct or statement that the person assents to the record or term.

(b) An electronic agent manifests assent to a record or term if, after having an opportunity to review it, the electronic agent:

(1) authenticates the record or term; or

(2) engages in operations that in the circumstances indicate acceptance of the record or term.

(c) If this chapter or other law requires assent to a specific term, a manifestation of assent must relate specifically to the term.

(d) Conduct or operations manifesting assent may be proved in any manner, including showing that a person or an electronic agent obtained or used the information or informational rights and that a procedure existed by which a person or an electronic agent must have engaged in the conduct or operations in order to do so. Proof of compliance with subsection (a) (2) is sufficient if there is conduct that assents and subsequent conduct that reaffirms assent by electronic means.

(e) The effect of provisions of this section may be modified by an agreement setting out standards applicable to future transactions between the parties.

(f) Providers of online services, network access, and telecommunications services, or the operators of facilities thereof, do not manifest assent to a contractual relationship simply by their provision of these services to other parties, including but not limited to transmission, routing, or providing connections, linking, caching, hosting, information location tools, or storage of materials at the request or initiation of a person other than the service provider.

2000, cc. 101, 996; 2001, c. 763; 2004, c. 794.

Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 59.1-501.13. Repealed.
Repealed by Acts 2004, c. 794.
Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 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 it to the attention of a reasonable person and permit review.

(b) An electronic agent has an opportunity to review a record or term only if it is made available in a manner that would enable a reasonably configured electronic agent to react to the record or term.

(c) If a record or term is available for review only after a person becomes obligated to pay or begins its performance, the person has an opportunity to review only if he has a right to a return if he rejects the record. However, a right to a return is not required if:

(1) the record proposes a modification of contract or provides particulars of performance under § 59.1-503.5; or

(2) the primary performance is other than delivery or acceptance of a copy, the agreement is not a mass-market transaction, and the parties at the time of contracting had reason to know that a record or term would be presented after performance, use, or access to the information began.

(d) The right to a return under this section may arise by law or by agreement.

(e) The effect of this section may be modified by an agreement setting out standards applicable to future transactions between the parties.

2004, c. 794.

Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 59.1-501.14. Repealed.
Repealed by Acts 2004, c. 794.
Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 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. In such a case, the licensor affords an opportunity to review the terms of a standard form license, which opportunity satisfies § 59.1-501.13:1 with respect to a licensee that acquires the information from that site, if the licensor:

(1) makes the standard terms of the license readily available for review by the licensee before the information is delivered or the licensee becomes obligated to pay, whichever occurs first, by:

(A) displaying prominently and in close proximity to a description of the computer information, or to instructions or steps for acquiring it, the standard terms or a reference to an electronic location from which they can be readily obtained; or

(B) disclosing the availability of the standard terms in a prominent place on the site from which the computer information is offered and promptly furnishing a copy of the standard terms on request before the transfer of the computer information; and

(2) does not take affirmative acts to prevent printing or storage of the standard terms for archival or review purposes by the licensee.

Failure to provide an opportunity to review under this section does not preclude a person from providing a person an opportunity to review by other means pursuant to § 59.1-501.13:1 or law other than this chapter.

2004, c. 794.
Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 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 the parties.

(b) The following rules are not variable by agreement:

(1) Obligations of good faith, diligence, reasonableness, and care imposed by this chapter may not be disclaimed by agreement, but the parties by agreement may determine the standards by which the performance of the obligation is to be measured if the standards are not manifestly unreasonable;

(2) The limitations on enforceability imposed by unconscionability under § 59.1-501.11 and fundamental public policy under § 59.1-501.5 (b) may not be varied by agreement; and

(3) Limitations on enforceability of, or agreement to, a contract, term, or right expressly stated in the sections listed in the following subsections may not be varied by agreement except to the extent provided in each section:

(A) the limitations on agreed choice of law in § 59.1-501.9 (a);

(B) the limitations on agreed choice of forum in § 59.1-501.10;

(C) the requirements for manifesting assent in § 59.1-501.12 and opportunity for review in § 59.1-501.13:1;

(D) the limitations on enforceability in § 59.1-502.1;

(E) the limitations on a mass-market license in § 59.1-502.9;

(F) the consumer defense arising from an electronic error in § 59.1-502.14;

(G) the requirements for an enforceable term in §§ 59.1-503.3 (b), 59.1-503.7 (f), 59.1-504.6 (b) and (c), and 59.1-508.4 (a);

(H) the requirements of § 59.1-503.4 (b) (2);

(I) the limitations on a financier in §§ 59.1-505.7 through 59.1-505.11;

(J) the restrictions on altering the period of limitations in § 59.1-508.5 (a) and (b); and

(K) the limitations on self-help repossession in §§ 59.1-508.15 (b) and 59.1-508.16.

2004, c. 794.

Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 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 to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, and other validating or invalidating cause, supplement this chapter. Among the laws supplementing and not displaced by this chapter are trade secret laws and unfair competition laws, including application of such laws as they may deal with failure to disclose defects.

(b) Every contract or duty within the scope of this chapter imposes an obligation of good faith in its performance or enforcement.

(c) Any usage of trade in the vocation or trade in which the parties are engaged or of which the parties are or should be aware and any course of dealing or course of performance between the parties are relevant to determining the existence or meaning of an agreement.

2004, c. 794.
Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 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 is commercially reasonable or effective under §§ 59.1-501.8, 59.1-502.12, or § 59.1-502.13 are questions to be determined by the court.

(b) Whether an agreement has legal consequences is determined by this chapter.

(c) Whenever this chapter requires any action to be taken within a reasonable time, what is a reasonable time for taking the action depends on the nature, purpose, and circumstances of the action. Any time that is not manifestly unreasonable may be fixed by agreement.

(d) A person has reason to know a fact if the person has knowledge of the fact or, from all the facts and circumstances known to the person without investigation, the person should be aware that the fact exists.

2004, c. 794.

Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 59.1-501.18. Reserved.
Reserved.
Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 59.1-501.4. Repealed.
Repealed by Acts 2004, c. 794.

Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 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 effect of law and any applicable judicial or administrative decisions interpreting those statutes, rules, regulations or actions.

(b) Except as otherwise provided in this section, this chapter does not limit, modify or supersede a consumer protection statute, administrative rule, regulation or procedure.

(c) If a consumer protection law requires a term to be conspicuous, the standard of conspicuousness under the consumer protection law applies. However, a provision in the consumer protection law requiring a term to be conspicuous does not preclude that term from being presented electronically.

(d) If a consumer protection law requires a writing or a signature, a record or authentication suffices.

(e) If a consumer protection law addresses assent, consent, or manifestation of assent, the standard of assent, consent, or manifestation of assent under the consumer protection law applies and may be accomplished electronically.

(f) The applicability of a consumer protection law is determined by that law as it would have applied in the absence of this chapter.

2004, c. 794.
Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 59.1-501.5. Relation to federal law; fundamental public policy; transactions subject to other state law.
(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 a contract violates a fundamental public policy, the court may refuse to enforce the contract, enforce the remainder of the contract without the impermissible term, or limit the application of the impermissible term so as to avoid a result contrary to public policy, in each case to the extent that the interest in enforcement is clearly outweighed by a public policy against enforcement of the term.

(c) In a transaction in which a copy of computer information in its final form is made generally available, a term of a contract is unenforceable to the extent that the term prohibits an end-user licensee from engaging in otherwise lawful public discussion relating to the computer information. However, this subsection does not preclude enforcement of a term that establishes or enforces rights under trade secret, trademark, defamation, commercial disparagement, or other laws. This subsection does not alter the applicability of subsection (b) to any term not rendered unenforceable under this subsection.

(d) This chapter does not apply to an intellectual property notice that is based solely on intellectual property rights and is not part of a contract. The effect of such a notice is determined by law other than this chapter.

(e) If a law of the Commonwealth in effect on the effective date of this chapter applies to a transaction governed by this chapter, the following rules apply:

(1) A requirement that a term, waiver, notice, or disclaimer be in a writing is satisfied by a record.

(2) A requirement that a record, writing, or term be signed is satisfied by an authentication.

(3) A requirement that a term be conspicuous, or the like, is satisfied by a term that is conspicuous under this chapter.

(4) A requirement of consent or agreement to a term is satisfied by a manifestation of assent to the term in accordance with this chapter.

2000, cc. 101, 996; 2001, cc. 762, 763; 2004, c. 794.
Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 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 full potential of computer information transactions;

(2) clarify the law governing computer information transactions;

(3) enable expanding commercial practice in computer information transactions by commercial usage and agreement of the parties;

(4) promote uniformity of the law with respect to the subject matter of this chapter among States that enact it; and

(5) permit the continued expansion of commercial practices in the excluded transactions through custom, usage and agreement of the parties.

(b) Except as otherwise provided in § 59.1-501.15, the use of mandatory language or the absence of a phrase such as "unless otherwise agreed" in a provision of this chapter does not preclude the parties from varying the effect of the provision by agreement.

(c) The fact that a provision of this chapter imposes a condition for a result does not by itself mean that the absence of that condition yields a different result.

(d) To be enforceable, a term need not be conspicuous, negotiated, or expressly assented or agreed to, unless this chapter expressly so requires.

2000, cc. 101, 996; 2004, c. 794.

Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 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 require that a record or authentication be generated, stored, sent, received, or otherwise processed by electronic means or in electronic form.

(c) In any transaction, a person may establish requirements regarding the type of authentication or record acceptable to that person.

(d) A person using an electronic agent that he has selected for making an authentication, performance, or agreement, including manifestation of assent, is bound by the operations of the electronic agent, even if no individual was aware of or reviewed the agent's operations or the results of the operations.

2000, cc. 101, 996.

Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 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 only if it engaged in conduct or operations that authenticated the record or term.

(b) Compliance with a commercially reasonable attribution procedure agreed to or adopted by the parties or established by law for authenticating a record authenticates the record as a matter of law.

2000, cc. 101, 996.
Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 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 would vary a statute, administrative rule, or regulation that may not be varied by agreement under the law of Virginia.

(b) In the absence of an enforceable agreement on choice of law, the contract is governed by the law of Virginia.

2000, cc. 101, 996; 2001, cc. 762, 763.

Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 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 of action or defense unless:

(1) the party against which enforcement is sought authenticated a record sufficient to indicate that a contract has been formed and which reasonably identifies the copy or subject matter to which the contract refers; or

(2) the agreement is a license for an agreed duration of one year or less or which may be terminated at will by the party against which the contract is asserted.

(b) A record is sufficient under subsection (a) even if it omits or incorrectly states a term, but the contract is not enforceable under that subsection beyond the number of copies or subject matter shown in the record.

(c) A contract that does not satisfy the requirements of subsection (a) is nevertheless enforceable under that subsection if:

(1) a performance was tendered or the information was made available by one party and the tender was accepted or the information accessed by the other; or

(2) the party against which enforcement is sought admits in court, by pleading or by testimony or otherwise under oath, facts sufficient to indicate a contract has been made, but the agreement is not enforceable under this paragraph beyond the number of copies or the subject matter admitted.

(d) Between merchants, if, within a reasonable time, a record in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, the record satisfies subsection (a) against the party receiving it unless notice of objection to its contents is given in a record within a reasonable time after the confirming record is received.

(e) An agreement that the requirements of this section need not be satisfied as to future transactions is effective if evidenced in a record authenticated by the person against which enforcement is sought.

(f) A transaction within the scope of this chapter is not subject to a statute of frauds contained in another law of this Commonwealth.

2000, cc. 101, 996.
Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 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 of the contract are determined by consideration of the terms and conditions to which the parties expressly agreed, course of performance, course of dealing, usage of trade, the nature of the parties' conduct, the records exchanged, the information or informational rights involved, and all other relevant circumstances. If a court cannot determine the terms of the contract from the foregoing factors, the supplementary principles of this chapter apply.

(b) This section does not apply if the parties authenticate a record of the contract or a party agrees, such as by manifesting assent, to the record containing the terms of the other party.

2000, cc. 101, 996.

Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 59.1-502.11. Repealed.
Repealed by Acts 2004, c. 794.

Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 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 attribution procedure established by law is effective for transactions within the coverage of the statute, administrative rule, or regulation.

(2) Except as otherwise provided in paragraph (1), commercial reasonableness and effectiveness is determined in light of the purposes of the procedure and the commercial circumstances at the time the parties agreed to or adopted the procedure.

(3) An attribution procedure may use any security device or method that is commercially reasonable under the circumstances.

2000, cc. 101, 996; 2001, cc. 762, 763.
Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 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 agent, or if the person is bound by it under agency or other law. The party relying on attribution of an electronic authentication, display, message, record, or performance to another person has the burden of establishing attribution.

(b) The act of a person may be shown in any manner, including a showing of the efficacy of an attribution procedure that was agreed to or adopted by the parties or established by law.

(c) The effect of an electronic act attributed to a person under subsection (a) is determined from the context at the time of its creation, execution, or adoption, including the parties' agreement, if any, or otherwise as provided by law.

(d) If an attribution procedure exists to detect errors or changes in an electronic authentication, display, message, record, or performance, and was agreed to or adopted by the parties or established by law, and one party conformed to the procedure but the other party did not, and the nonconforming party would have detected the change or error had that party also conformed, the effect of noncompliance is determined by the agreement but, in the absence of agreement, the conforming party may avoid the effect of the error or change.

2000, cc. 101, 996.

Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 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 method to detect and correct or avoid the error was not provided.

(b) In an automated transaction, a consumer is not bound by an electronic message that the consumer did not intend and which was caused by an electronic error, if the consumer:

(1) promptly on learning of the error:

(A) notifies the other party of the error; and

(B) causes delivery to the other party or, pursuant to reasonable instructions received from the other party, delivers to another person or destroys all copies of the information; and

(2) has not used, or received any benefit or value from, the information or caused the information or benefit to be made available to a third party.

(c) If subsection (b) does not apply, the effect of an electronic error is determined by other law.

2000, cc. 101, 996.

Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 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 the message was received but by itself does not establish that the content sent corresponds to the content received.

2000, cc. 101, 996.
Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 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 made pursuant to an existing agreement requiring the submission:

(1) A contract is not formed and is not implied from the mere receipt of an unsolicited submission.

(2) Engaging in a business, trade, or industry that by custom or practice regularly acquires ideas is not in itself an express or implied solicitation of the information.

(3) If the recipient seasonably notifies the person making the submission that the recipient maintains a procedure to receive and review submissions, a contract is formed only if:

(A) the submission is made and accepted pursuant to that procedure; or

(B) the recipient expressly agrees to terms concerning the submission.

(b) An agreement to disclose an idea creates a contract enforceable against the receiving party only if the idea as disclosed is confidential, concrete, and novel to the business, trade, or industry or the party receiving the disclosure otherwise expressly agreed.

2000, cc. 101, 996.

Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 59.1-502.17. Reserved.
Reserved.
Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 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 electronic agents which recognize the existence of a contract.

(b) If the parties so intend, an agreement sufficient to constitute a contract may be found even if the time of its making is undetermined, one or more terms are left open or to be agreed upon, the records of the parties do not otherwise establish a contract, or one party reserves the right to modify terms.

(c) Even if one or more terms are left open or to be agreed upon, a contract does not fail for indefiniteness if the parties intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy.

(d) In the absence of conduct or performance by both parties to the contrary, a contract is not formed if there is a material disagreement about a material term, including a term concerning scope.

(e) If a term is to be adopted by later agreement and the parties intend not to be bound unless the term is so adopted, a contract is not formed if the parties do not agree to the term. In that case, each party shall deliver to the other party, or with the consent of the other party destroy, all copies of information, access materials, and other materials received or made, and each party is entitled to a return with respect to any contract fee paid for which performance has not been received, has not been accepted, or has been redelivered without any benefit being retained. The parties remain bound by any contractual use term only with respect to information or copies received or made from copies received pursuant to the agreement, but the contractual use term does not apply to information or copies properly received or obtained from another source.

2000, cc. 101, 996.
Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 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 medium reasonable under the circumstances.

(2) An order or other offer to acquire a copy for prompt or current delivery invites acceptance by either a prompt promise to ship or a prompt or current shipment of a conforming or nonconforming copy. However, a shipment of a nonconforming copy is not an acceptance if the licensor seasonably notifies the licensee that the shipment is offered only as an accommodation to the licensee.

(3) If the beginning of a requested performance is a reasonable mode of acceptance, an offeror that is not notified of acceptance or performance within a reasonable time may treat the offer as having lapsed before acceptance.

(4) If an offer in an electronic message evokes an electronic message accepting the offer, a contract is formed:

(A) when an electronic acceptance is received; or

(B) if the response consists of beginning performance, full performance, or giving access to information, when the performance is received or the access is enabled and necessary access materials are received.

2000, cc. 101, 996.

Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 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 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 expression of acceptance operates as an acceptance, even if the acceptance contains terms that vary from the terms of the offer, unless the acceptance materially alters the offer.

(c) If an acceptance materially alters the offer, the following rules apply:

(1) A contract is not formed unless (A) a party agrees, such as by manifesting assent, to the other party's offer or acceptance or (B) all the other circumstances, including the conduct of the parties, establish a contract.

(2) If a contract is formed by the conduct of both parties, the terms of the contract are determined under § 59.1-502.10.

(d) If an acceptance varies from but does not materially alter the offer, a contract is formed based on the terms of the offer. In addition, the following rules apply:

(1) Terms in the acceptance which conflict with terms in the offer are not part of the contract.

(2) An additional nonmaterial term in the acceptance is a proposal for an additional term. Between merchants, the proposed additional term becomes part of the contract unless the offeror gives notice of objection before, or within a reasonable time after, it receives the proposed terms.

2000, cc. 101, 996.
Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 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 the offer or acceptance.

(b) Except as otherwise provided in subsection (c), a conditional offer or acceptance precludes formation of a contract unless the other party agrees to its terms, such as by manifesting assent.

(c) If an offer and acceptance are in standard forms and at least one form is conditional, the following rules apply:

(1) Conditional language in a standard term precludes formation of a contract only if the actions of the party proposing the form are consistent with the conditional language, such as by refusing to perform, refusing to permit performance, or refusing to accept the benefits of the agreement, until its proposed terms are accepted.

(2) A party that agrees, such as by manifesting assent, to a conditional offer that is effective under paragraph (1) adopts the terms of the offer under § 59.1-502.8 or § 59.1-502.9, except a term that conflicts with an expressly agreed term regarding price or quantity.

2000, cc. 101, 996.

Code of Virginia — Title 59.1 (Trade and Commerce), Chapter 43 (UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT)
§ 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 the circumstances indicate acceptance of an offer, a contract is formed, but a court may grant appropriate relief if the operations resulted from fraud, electronic mistake, or the like.

(b) A contract may be formed by the interaction of an electronic agent and an individual acting on the individual's own behalf or for another person. A contract is formed if the individual takes an action or makes a statement that the individual can refuse to take or say and that the individual has reason to know will:

(1) cause the electronic agent to perform, provide benefits, or allow the use or access that is the subject of the contract, or send instructions to do so; or

(2) indicate acceptance, regardless of other expressions or actions by the individual to which the individual has reason to know the electronic agent cannot react.

(c) The terms of a contract formed under subsection (b) are determined under § 59.1-502.8 or § 59.1-502.9 but do not include a term provided by the individual if the individual had reason to know that the electronic agent could not react to the term.

2000, cc. 101, 996.