reglab/statecodes huggingface dataset:
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 1 - General Provisions; Short Title and Definitions; General Scope and Terms › Section 22-114 - Supplemental Principles; Good Faith; Decision for Court; Reasonable Time; Reason to Know

(a)    Unless displaced by this title, principles of law and equity, including the law merchant and the common law of this State relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, and other validating or invalidating cause, supplement this title. Among the laws supplementing and not displaced by this title are trade secret laws and unfair competition laws.
(b)    Every contract or duty within the scope of this title imposes an obligation of good faith in its performance or enforcement.
(c)    Whether a term is conspicuous or is unenforceable under § 22–105(a) or (b) or § 22–111 of this subtitle or § 22–209(a) of this title and whether an attribution procedure is commercially reasonable or effective under § 22–108 of this subtitle or § 22–212 or § 22–213 of this title are questions to be determined by the court.
(d)    Whether an agreement has legal consequences is determined by this title.
(e)    Whenever this title requires any action to be taken within a reasonable time, the following rules apply:
(1)    What is a reasonable time for taking the action depends on the nature, purpose, and circumstances of the action.
(2)    Any time that is not manifestly unreasonable may be fixed by agreement.
(f)    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.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 2 - Formation and Terms; Formation of a Contract; Terms of Records; Electronic Contracts: Generally › Section 22-201 - 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) of this section 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) of this section 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) of this section 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 title is not subject to a statute of frauds contained in another law of this State.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 2 - Formation and Terms; Formation of a Contract; Terms of Records; Electronic Contracts: Generally › Section 22-202 - 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 on, 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.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 2 - Formation and Terms; Formation of a Contract; Terms of Records; Electronic Contracts: Generally › Section 22-203 - 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.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 2 - Formation and Terms; Formation of a Contract; Terms of Records; Electronic Contracts: Generally › Section 22-204 - 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 § 22-205 of this subtitle, 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 § 22-210 of this subtitle.
(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.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 2 - Formation and Terms; Formation of a Contract; Terms of Records; Electronic Contracts: Generally › Section 22-205 - 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) of this section, 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) of this subsection adopts the terms of the offer under § 22-208 or § 22-209 of this subtitle, except a term that conflicts with an expressly agreed term regarding price or quantity.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 2 - Formation and Terms; Formation of a Contract; Terms of Records; Electronic Contracts: Generally › Section 22-206 - 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) of this section are determined under § 22-208 or § 22-209 of this subtitle 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.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 2 - Formation and Terms; Formation of a Contract; Terms of Records; Electronic Contracts: Generally › Section 22-207 - 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, and which identifies the informational rights released; or
(2)    Enforceable under estoppel, implied license, or other law.
(b)    A release continues for the duration of the informational rights released if the release does not specify its duration and does not require affirmative performance after the grant of the release by:
(1)    The party granting the release; or
(2)    The party receiving the release, except for relatively insignificant acts.
(c)    In cases not governed by subsection (b) of this section, the duration of a release is governed by § 22-308 of this title.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 2 - Formation and Terms; Formation of a Contract; Terms of Records; Electronic Contracts: Generally › Section 22-208 - Adopting Terms of Records

Except as otherwise provided in § 22-209 of this subtitle, 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 pursuant to paragraph (1) of this section after beginning performance or use if the parties had reason to know that their agreement would be represented in whole or part by a later record to be agreed on and there would not be an opportunity to review the record or a copy of it before performance or use begins. If the parties fail to agree to the later terms and did not intend to form a contract unless they so agreed, § 22-202(e) of this subtitle applies.
(3)    If a party adopts the terms of a record, the terms become part of the contract without regard to the party’s knowledge or understanding of individual terms in the record, except for a term that is unenforceable because it fails to satisfy another requirement of this title.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 2 - Formation and Terms; Formation of a Contract; Terms of Records; Electronic Contracts: Generally › Section 22-209 - Mass-Market License

(a)    A party adopts the terms of a mass-market license for purposes of § 22-208 of this subtitle 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:
(1)    The term is unconscionable;
(2)    The term is unenforceable, after weighing fundamental public policies, including fundamental public policies concerning competition or innovation, under § 22-105(a) or (b) of this title;
(3)    Subject to § 22-301 of this title, the term conflicts with a term to which the parties to the license have expressly agreed; or
(4)    The term is not available for viewing before and after assent:
(A)    In a printed license; or
(B)    In electronic form that:
(i)    Can be printed or stored for archival and review purposes by the licensee; or
(ii)    Is made available by a licensor to a licensee, at no cost to the licensee, in a printed form on the request of a licensee that is unable to print or store the license for archival and review purposes.
(b)    If a mass-market license or a copy of the license is not available in a manner permitting an opportunity to review by the licensee before the licensee becomes obligated to pay and the licensee does not agree, such as by manifesting assent, to the license after having an opportunity to review, the licensee is entitled to a return under § 22-112 of this title and, in addition, to:
(1)    Reimbursement of any reasonable expenses incurred in complying with the licensor’s instructions for returning or destroying the computer information or, in the absence of instructions, expenses incurred for return postage or similar reasonable expense in returning the computer information; and
(2)    Compensation for any reasonable and foreseeable costs of restoring the licensee’s information processing system to reverse changes in the system caused by the installation, if:
(A)    The installation occurs because information must be installed to enable review of the license; and
(B)    The installation alters the system or information in it but does not restore the system or information after removal of the installed information because the licensee rejected the license.
(c)    In a mass-market transaction, if the licensor does not have an opportunity to review a record containing proposed terms from the licensee before the licensor delivers or becomes obligated to deliver the information, and if the licensor does not agree, such as by manifesting assent, to those terms after having that opportunity, the licensor is entitled to a return.
(d)    A term in a mass-market license that limits the duration of the license shall be conspicuous.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 2 - Formation and Terms; Formation of a Contract; Terms of Records; Electronic Contracts: Generally › Section 22-210 - Terms of Contract Formed by Conduct

(a)    Except as otherwise provided in subsection (b) of this section and subject to § 22-301 of this title, 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 title 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.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 2 - Formation and Terms; Formation of a Contract; Terms of Records; Electronic Contracts: Generally › Section 22-211 - 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 § 22-112(e) of this title 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.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 2 - Formation and Terms; Formation of a Contract; Terms of Records; Electronic Contracts: Generally › Section 22-212 - 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 or rule.
(2)    Except as otherwise provided in paragraph (1) of this section, 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.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 2 - Formation and Terms; Formation of a Contract; Terms of Records; Electronic Contracts: Generally › Section 22-213 - 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) of this section 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.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 2 - Formation and Terms; Formation of a Contract; Terms of Records; Electronic Contracts: Generally › Section 22-214 - 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) of this section does not apply, the effect of an electronic error is determined by other law.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 2 - Formation and Terms; Formation of a Contract; Terms of Records; Electronic Contracts: Generally › Section 22-215 - Electronic Message: When Effective; Effect of Acknowledgment

(a)    Receipt of an electronic message is effective when received even if no individual is aware of its receipt.
(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.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 2 - Formation and Terms; Formation of a Contract; Terms of Records; Electronic Contracts: Generally › Section 22-216 - 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; and
(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.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 3 - Construction; General; Interpretation › Section 22-301 - 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 a final expression of their agreement with respect to terms included therein may not be contradicted by evidence of any previous agreement or of a contemporaneous oral agreement but may be explained or supplemented by:
(1)    Course of performance, course of dealing, or usage of trade; and
(2)    Evidence of consistent additional terms, unless the court finds the record to have been intended as a complete and exclusive statement of the terms of the agreement.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 3 - Construction; General; Interpretation › Section 22-302 - 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 consistent with each other. However, if that construction is unreasonable:
(1)    Express terms prevail over course of performance, course of dealing, and usage of trade;
(2)    Course of performance prevails over course of dealing and usage of trade; and
(3)    Course of dealing prevails over usage of trade.
(b)    An applicable usage of trade in the place where any part of performance is to occur must be used in interpreting the agreement as to that part of the performance.
(c)    Evidence of a relevant course of performance, course of dealing, or usage of trade offered by one party in a proceeding is not admissible unless and until the party offering the evidence has given the other party notice that the court finds sufficient to prevent unfair surprise.
(d)    The existence and scope of a usage of trade must be proved as facts.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 3 - Construction; General; Interpretation › Section 22-303 - Modification and Rescission

(a)    An agreement modifying a contract subject to this title 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 merchant to a consumer, a term requiring an authenticated record for modification of the contract is not enforceable unless the consumer manifests assent to the term.
(c)    A modification of a contract and the contract as modified must satisfy the requirements of §§ 22–201(a) of this title and 22–307(g) of this subtitle if the contract as modified is within those provisions.
(d)    An attempt at modification or rescission which does not satisfy subsection (b) or (c) of this section may operate as a waiver if § 22–702 of this title is satisfied.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 3 - Construction; General; Interpretation › Section 22-304 - 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 of a party with respect to each successive performance, unless the terms are modified in accordance with this title or the contract.
(b)    If a contract provides that terms may be changed as to future performances by compliance with a described procedure, a change proposed in good faith pursuant to that procedure becomes part of the contract if the procedure:
(1)    Reasonably notifies the other party of the change; and
(2)    In a mass-market transaction, permits the other party to terminate the contract as to future performance if the change alters a material term and the party in good faith determines that the modification is unacceptable.
(c)    The parties by agreement may determine the standards for reasonable notice unless the agreed standards are manifestly unreasonable in light of the commercial circumstances.
(d)    The enforceability of changes made pursuant to a procedure that does not comply with subsection (b) of this section is determined by the other provisions of this title or other law.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 3 - Construction; General; Interpretation › Section 22-305 - 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 of the parties. If particulars of performance are to be specified by a party, the following rules apply:
(1)    Specification must be made in good faith and within limits set by commercial reasonableness.
(2)    If a specification materially affects the other party’s performance but is not seasonably made, the other party:
(A)    Is excused for any resulting delay in its performance; and
(B)    May perform, suspend performance, or treat the failure to specify as a breach of contract.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 3 - Construction; General; Interpretation › Section 22-307 - Interpretation and Requirements for a 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 control at the time of contracting which are necessary in the ordinary course to exercise the expressly described rights.
(b)    If a license expressly limits use of the information or informational rights, use in any other manner is a breach of contract. In all other cases, a license contains an implied limitation that the licensee will not use the information or informational rights otherwise than as described in subsection (a) of this section. However, use inconsistent with this implied limitation is not a breach if it is permitted under applicable law in the absence of the implied limitation.
(c)    An agreement that does not specify the number of permitted users permits a number of users which is reasonable in light of the informational rights involved and the commercial circumstances existing at the time of the agreement.
(d)    Unless otherwise agreed, a party is not entitled to any rights in new versions of, or improvements or modifications to, information made by the other party. A licensor’s agreement to provide new versions, improvements, or modifications requires that the licensor provide them as developed and made generally commercially available from time to time by the licensor.
(e)    Unless otherwise agreed, neither party is entitled to receive copies of source code, schematics, master copy, design material, or other information used by the other party in creating, developing, or implementing the information.
(f)    Terms concerning scope must be construed under ordinary principles of contract interpretation in light of the informational rights and the commercial context. In addition, the following rules apply:
(1)    A grant of “all possible rights and for all media” or “all rights and for all media now known or later developed”, or a grant in similar terms, includes all rights then existing or later created by law and all uses, media, and methods of distribution or exhibition, whether then existing or developed in the future and whether or not anticipated at the time of the grant.
(2)    A grant of an “exclusive license”, or a grant in similar terms, means that:
(A)    For the duration of the license, the licensor will not exercise, and will not grant to any other person, rights in the same information or informational rights within the scope of the exclusive grant; and
(B)    The licensor affirms that it has not previously granted those rights in a contract in effect when the licensee’s rights may be exercised.
(g)    The rules in this section may be varied only by a record that is sufficient to indicate that a contract has been made and which is:
(1)    Authenticated by the party against which enforcement is sought; or
(2)    Prepared and delivered by one party and adopted by the other under § 22-208 or § 22-209 of this title.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 3 - Construction; General; Interpretation › Section 22-308 - Duration of Contract

If an agreement does not specify its duration, to the extent allowed by other law, the following rules apply:
(1)    Except as otherwise provided in paragraph (2) of this section, the agreement is enforceable for a time reasonable in light of the licensed subject matter and commercial circumstances but may be terminated as to future performances at will by either party during that time on giving seasonable notice to the other party.
(2)    The duration of contractual rights to use licensed subject matter is a time reasonable in light of the licensed informational rights and the commercial circumstances. However, subject to cancellation for breach of contract, the duration of the license is perpetual as to the contractual rights and contractual use terms if:
(A)    The license is of a computer program that does not include source code and the license:
(i)    Transfers ownership of a copy; or
(ii)    Delivers a copy for a contract fee the total amount of which is fixed at or before the time of delivery of the copy; or
(B)    The license expressly grants the right to incorporate or use the licensed information or informational rights with information or informational rights from other sources in a combined work for public distribution or public performance.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 3 - Construction; General; Interpretation › Section 22-309 - Agreement for Performance to a Party's Satisfaction

(a)    Except as otherwise provided in subsection (b) of this section, 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 satisfied.
(b)    Performance must be to the subjective satisfaction of the other party if:
(1)    The agreement expressly so provides, such as by stating that approval is in the “sole discretion” of the party, or words of similar import; or
(2)    The agreement is for informational content to be evaluated in reference to subjective characteristics such as aesthetics, appeal, suitability to taste, or subjective quality.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 4 - Warranties › Section 22-402 - Express Warranty

(a)    Subject to subsection (c) of this section, 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 express warranty that the information to be furnished under the agreement will conform to the affirmation or promise.
(2)    Any description of the information which is made part of the basis of the bargain creates an express warranty that the information will conform to the description.
(3)    Any sample, model, or demonstration of a final product which is made part of the basis of the bargain creates an express warranty that the performance of the information will reasonably conform to the performance of the sample, model, or demonstration, taking into account differences that would appear to a reasonable person in the position of the licensee between the sample, model, or demonstration and the information as it will be used.
(b)    It is not necessary to the creation of an express warranty that the licensor use formal words, such as “warranty” or “guaranty”, or state a specific intention to make a warranty. However, an express warranty is not created by:
(1)    An affirmation or prediction merely of the value of the information or informational rights;
(2)    A display or description of a portion of the information to illustrate the aesthetics, appeal, suitability to taste, subjective quality, or the like of informational content; or
(3)    A statement purporting to be merely opinion or commendation of the information or informational rights.
(c)    An express warranty or similar express contractual obligation, if any, exists with respect to published informational content covered by this title to the same extent that it would exist if the published informational content had been published in a form that placed it outside this title. However, if the warranty or similar express contractual obligation is breached, the remedies of the aggrieved party are those under this title and the agreement.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 4 - Warranties › Section 22-403 - Implied Warranty: Merchantability of a 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 the end user that the computer program is fit for the ordinary purposes for which such computer programs are used;
(2)    To the distributor that:
(A)    The program is adequately packaged and labeled as the agreement requires; and
(B)    In the case of multiple copies, the copies are within the variations permitted by the agreement, of even kind, quality, and quantity within each unit and among all units involved; and
(3)    That the program conforms to any promises or affirmations of fact made on the container or label.
(b)    Unless disclaimed or modified, other implied warranties with respect to computer programs may arise from course of dealing or usage of trade.
(c)    No warranty is created under this section with respect to informational content, but an implied warranty may arise under § 22-404 of this subtitle.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 4 - Warranties › Section 22-404 - 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 transmits informational content warrants to that licensee that there is no inaccuracy in the informational content caused by the merchant’s failure to perform with reasonable care.
(b)    A warranty does not arise under subsection (a) of this section with respect to:
(1)    Published informational content; or
(2)    A person that acts as a conduit or provides no more than editorial services in collecting, compiling, distributing, processing, providing, or transmitting informational content that under the circumstances can be identified as that of a third person.
(c)    The warranty under this section is not subject to the preclusion in § 22-113(a)(1) of this title on disclaiming obligations of diligence, reasonableness, or care.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 4 - Warranties › Section 22-405 - 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 the computer information is required and that the licensee is relying on the licensor’s skill or judgment to select, develop, or furnish suitable information, the following rules apply:
(1)    Except as otherwise provided in paragraph (2), there is an implied warranty that the information is fit for that purpose.
(2)    If from all the circumstances it appears that the licensor was to be paid for the amount of its time or effort regardless of the fitness of the resulting information, the warranty under paragraph (1) is that the information will not fail to achieve the licensee’s particular purpose as a result of the licensor’s lack of reasonable effort.
(b)    There is no warranty under subsection (a) of this section with regard to:
(1)    The aesthetics, appeal, suitability to taste, or subjective quality of informational content; or
(2)    Published informational content, but there may be a warranty with regard to the licensor’s selection among published informational content from different providers if the selection is made by an individual acting as or on behalf of the licensor.
(c)    If an agreement requires a licensor to provide or select a system consisting of computer programs and goods, and the licensor has reason to know that the licensee is relying on the skill or judgment of the licensor to select the components of the system, there is an implied warranty that the components provided or selected will function together as a system.
(d)    The warranty under this section is not subject to the preclusion in § 22-113(a)(1) of this title on disclaiming diligence, reasonableness, or care.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 4 - Warranties › Section 22-407 - Modification of a 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 not invalidate any warranty regarding performance of an unmodified copy but does invalidate any warranties, express or implied, regarding performance of the modified copy. A modification occurs if a licensee alters code in, deletes code from, or adds code to the computer program.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 4 - Warranties › Section 22-408 - Culmination 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 the parties determines which warranty is dominant. In ascertaining that intention, the following rules apply:
(1)    Exact or technical specifications displace an inconsistent sample or model or general language of description.
(2)    A sample displaces inconsistent general language of description.
(3)    Express warranties displace inconsistent implied warranties other than an implied warranty under § 22-405(a) of this subtitle.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 4 - Warranties › Section 22-409 - 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 informational rights and which rightfully use the information in a transaction or application of a kind in which the licensor intends the information to be used.
(b)    A warranty to a consumer extends to each individual consumer in the licensee’s immediate family or household if the individual’s use would have been reasonably expected by the licensor.
(c)    A contractual term that excludes or limits the persons to which a warranty extends is effective except as to individuals described in subsection (b) of this section.
(d)    A disclaimer or modification of a warranty or remedy which is effective against the licensee is also effective against third persons to which a warranty extends under this section.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 5 - Transfer of Interests and Rights; Ownership and Transfers; Financing Arrangements › Section 22-501 - 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 the agreement but does not pass until the program is in existence and identified to the contract. If the agreement does not specify a different time, ownership passes when the program and the informational rights are in existence and identified to the contract.
(b)    Transfer of a copy does not transfer ownership of informational rights.
2023 Maryland Statutes › Commercial Law › Title 22 - Maryland Uniform Computer Information Transactions Act › Subtitle 5 - Transfer of Interests and Rights; Ownership and Transfers; Financing Arrangements › Section 22-502 - 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 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 retains title to that copy and any copies made of it, unless the license grants the licensee a right to make and sell copies to others, in which case the reservation of title applies only to copies delivered to the licensee by the licensor.
(b)    If an agreement provides for transfer of title to a copy, title passes:
(1)    At the time and place specified in the agreement; or
(2)    If the agreement does not specify a time and place:
(A)    With respect to delivery of a copy on a tangible medium, at the time and place the licensor completed its obligations with respect to tender of the copy; or
(B)    With respect to electronic delivery of a copy, if a first sale occurs under federal copyright law, at the time and place at which the licensor completed its obligations with respect to tender of the copy.
(c)    If the party to which title passes under the contract refuses delivery of the copy or rejects the terms of the agreement, title revests in the licensor.