reglab/statecodes huggingface dataset:
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-506.13. Contracts involving publishers, dealers, and end users

(a) In this section:
(1) "Dealer" means a merchant licensee that receives information directly or indirectly from a licensor for sale or license to end users.
(2) "End user" means a licensee that acquires a copy of the information from a dealer by delivery on a tangible medium for the licensee's own use and not for sale, license, transmission to third persons, or public display or performance for a fee.
(3) "Publisher" means a licensor, other than a dealer, that offers a license to an end user with respect to information distributed by a dealer to the end user.
(b) In a contract between a dealer and an end user, if the end user's right to use the information or informational rights is subject to a license by the publisher and there was no opportunity to review the license before the end user became obligated to pay the dealer, the following rules apply:
(1) The contract between the end user and the dealer is conditioned on the end user's agreement to the publisher's license.
(2) If the end user does not agree, such as by manifesting assent, to the terms of the publisher's license, the end user has a right to a return from the dealer. A right under this paragraph is a return for purposes of §§ 59.1-501.12, 59.1-502.8, and 59.1-502.9.
(3) The dealer is not bound by the terms, and does not receive the benefits, of an agreement between the publisher and the end user unless the dealer and end user adopt those terms as part of the agreement.
(c) If an agreement provides for distribution of copies on a tangible medium or in packaging provided by the publisher or an authorized third party, a dealer may distribute those copies and documentation only:
(1) in the form as received; and
(2) subject to the terms of any license that the publisher provides to the dealer to be furnished to end users.
(d) A dealer that enters into an agreement with an end user is a licensor with respect to the end user under this chapter.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-506.14. Risk of loss of copy

(a) Except as otherwise provided in this section, the risk of loss as to a copy that is to be delivered to a licensee, including a copy delivered by electronic means, passes to the licensee upon its receipt of the copy.
(b) If an agreement requires or authorizes a licensor to send a copy on a tangible medium by carrier, the following rules apply:
(1) If the agreement does not require the licensor to deliver the copy at a particular destination, the risk of loss passes to the licensee when the copy is duly delivered to the carrier, even if the shipment is under reservation.
(2) If the agreement requires the licensor to deliver the copy at a particular destination and the copy is duly tendered there in the possession of the carrier, the risk of loss passes to the licensee when the copy is tendered at that destination.
(3) If a tender of delivery of a copy or a shipping document fails to conform to the contract, the risk of loss remains with the licensor until cure or acceptance.
(c) If a copy is held by a third party to be delivered or reproduced without being moved or a copy is to be delivered by making access available to a third party resource containing a copy, the risk of loss passes to the licensee upon:
(1) the licensee's receipt of a negotiable document of title or other access materials covering the copy;
(2) acknowledgment by the third party to the licensee of the licensee's right to possession of or access to the copy; or
(3) the licensee's receipt of a record directing the third party, pursuant to an agreement between the licensor and the third party, to make delivery or authorizing the third party to allow access.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-506.15. Excuse by failure of presupposed conditions

(a) Unless a party has assumed a different obligation, delay in performance by a party, or nonperformance in whole or part by a party, other than of an obligation to make payments or to conform to contractual use terms, is not a breach of contract if the delay or nonperformance is of a performance that has been made impracticable by:
(1) the occurrence of a contingency the nonoccurrence of which was a basic assumption on which the contract was made; or
(2) compliance in good faith with any foreign or domestic statute, governmental rule, regulation, or order, whether or not it later proves to be invalid.
(b) A party claiming excuse under subsection (a) shall seasonably notify the other party that there will be delay or nonperformance.
(c) If an excuse affects only a part of a party's capacity to perform an obligation for delivery of copies, the party claiming excuse shall allocate performance among its customers in any manner that is fair and reasonable and notify the other party of the estimated quota to be made available. In making the allocation, the party claiming excuse may include the requirements of regular customers not then under contract and its own requirements.
(d) A party that receives notice pursuant to subsection (b) of a material or indefinite delay in delivery of copies or of an allocation under subsection (c), by notice in a record, may:
(1) terminate and thereby discharge any executory portion of the contract; or
(2) modify the contract by agreeing to take the available allocation in substitution.
(e) If, after receipt of notice under subsection (b), a party does not modify the contract within a reasonable time not exceeding thirty days, the contract lapses with respect to any performance affected.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-506.16. Termination; survival of obligations

(a) Except as otherwise provided in subsection (b), on termination all obligations that are still executory on both sides are discharged.
(b) The following survive termination:
(1) a right based on previous breach or performance of the contract;
(2) an obligation of confidentiality, nondisclosure, or noncompetition to the extent enforceable under other law;
(3) a contractual use term applicable to any licensed copy or information received from the other party, or copies made of it, which are not returned or returnable to the other party;
(4) an obligation to deliver, or dispose of information, materials, documentation, copies, records, or the like to the other party, an obligation to destroy copies, or a right to obtain information from an escrow agent;
(5) a choice of law or forum;
(6) an obligation to arbitrate or otherwise resolve disputes by alternative dispute resolution procedures;
(7) a term limiting the time for commencing an action or for giving notice;
(8) an indemnity term or a right related to a claim of a type described in § 59.1-508.5 (d) (1);
(9) a limitation of remedy or modification or disclaimer of warranty;
(10) an obligation to provide an accounting and make any payment due under the accounting; and
(11) any term that the agreement provides will survive.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-506.17. Notice of termination

(a) Except as otherwise provided in subsection (b), a party may not terminate a contract except on the happening of an agreed event, such as the expiration of the stated duration, unless the party gives reasonable notice of termination to the other party.
(b) An access contract may be terminated without giving notice. However, except on the happening of an agreed event, termination requires giving reasonable notice to the licensee if the access contract pertains to information owned and provided by the licensee to the licensor.
(c) A term dispensing with a notice required under this section is invalid if its operation would be unconscionable. However, a term specifying standards for giving notice is enforceable if the standards are not manifestly unreasonable.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-506.18. Termination; enforcement

(a) On termination of a license, a party in possession or control of information, copies, or other materials that are the property of the other party, or are subject to a contractual obligation to be delivered to that party on termination, shall use commercially reasonable efforts to deliver or hold them for disposal on instructions of that party. If any materials are jointly owned, the party in possession or control shall make them available to the joint owners.
(b) Termination of a license ends all rights under the license for the licensee to use or access the licensed information, informational rights, or copies. Continued use of the licensed copies or exercise of terminated rights is a breach of contract unless authorized by a term that survives termination.
(c) Each party may enforce its rights under subsections (a) and (b) by acting pursuant to § 59.1-506.5 or by judicial process, including obtaining an order that the party or an officer of the court take the following actions with respect to any licensed information, documentation, copies, or other materials to be delivered:
(1) deliver or take possession of them;
(2) without removal, render unusable or eliminate the capability to exercise contractual rights in or use of them;
(3) destroy or prevent access to them; and
(4) require that the party or any other person in possession or control of them make them available to the other party at a place designated by that party which is reasonably convenient to both parties.
(d) In an appropriate case, a court of competent jurisdiction may grant injunctive relief to enforce the parties' rights under this section.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-507.1. Breach of contract; material breach

(a) Whether a party is in breach of contract is determined by the agreement or, in the absence of agreement, this chapter. A breach occurs if a party without legal excuse fails to perform an obligation in a timely manner, repudiates a contract, or exceeds a contractual use term, or otherwise is not in compliance with an obligation placed on it by this chapter or the agreement. A breach, whether or not material, entitles the aggrieved party to its remedies. Whether a breach of a contractual use term is an infringement or a misappropriation is determined by applicable informational property rights law.
(b) A breach of contract is material if:
(1) the contract so provides;
(2) the breach is a substantial failure to perform a term that is an essential element of the agreement; or
(3) the circumstances, including the language of the agreement, the reasonable expectations of the parties, the standards and practices of the business, trade, or industry, and the character of the breach, indicate that:
(A) the breach caused or is likely to cause substantial harm to the aggrieved party; or
(B) the breach substantially deprived or is likely substantially to deprive the aggrieved party of a significant benefit it reasonably expected under the contract.
(c) The cumulative effect of nonmaterial breaches may be material.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-507.2. Waiver of remedy for breach of contract

(a) A claim or right arising out of a breach of contract may be discharged in whole or part without consideration by a waiver in a record to which the party making the waiver agrees after breach, such as by manifesting assent, or which the party making the waiver authenticates and delivers to the other party.
(b) A party that accepts a performance with knowledge that the performance constitutes a breach of contract and, within a reasonable time after acceptance, does not notify the other party of the breach waives all remedies for the breach, unless acceptance was made on the reasonable assumption that the breach would be cured and it has not been seasonably cured. However, a party that seasonably notifies the other party of a reservation of rights does not waive the rights reserved.
(c) A party that refuses a performance and fails to identify a particular defect that is ascertainable by reasonable inspection waives the right to rely on that defect to justify refusal only if:
(1) the other party could have cured the defect if it were identified seasonably; or
(2) between merchants, the other party after refusal made a request in a record for a full and final statement of all defects on which the refusing party relied.
(d) Waiver of a remedy for breach of contract in one performance does not waive any remedy for the same or a similar breach in future performances unless the party making the waiver expressly so states.
(e) A waiver may not be retracted as to the performance to which the waiver applies.
(f) Except for a waiver in accordance with subsection (a) or a waiver supported by consideration, a waiver affecting an executory portion of a contract may be retracted by seasonable notice received by the other party that strict performance will be required in the future, unless the retraction would be unjust in view of a material change of position in reliance on the waiver by that party.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-507.3. Cure of breach of contract

(a) A party in breach of contract may cure the breach at its own expense if:
(1) the time for performance has not expired and the party in breach seasonably notifies the aggrieved party of its intent to cure and, within the time for performance, makes a conforming performance;
(2) the party in breach had reasonable grounds to believe the performance would be acceptable with or without monetary allowance, seasonably notifies the aggrieved party of its intent to cure, and provides a conforming performance within a further reasonable time after performance was due; or
(3) in a case not governed by paragraph (1) or (2), the party in breach seasonably notifies the aggrieved party of its intent to cure and promptly provides a conforming performance before cancellation by the aggrieved party.
(b) In a license other than in a mass-market transaction, if the agreement required a single delivery of a copy and the party receiving tender of delivery was required to accept a nonconforming copy because the nonconformity was not a material breach of contract, the party in breach shall promptly and in good faith make an effort to cure if:
(1) the party in breach receives seasonable notice of the specific nonconformity and a demand for cure of it; and
(2) the cost of the effort to cure does not disproportionately exceed the direct damages caused by the nonconformity to the aggrieved party.
(c) A party may not cancel a contract or refuse a performance because of a breach of contract that has been seasonably cured under subsection (a). However, notice of intent to cure does not preclude refusal or cancellation for the uncured breach.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-507.4. Copy; refusal of defective tender

(a) Subject to subsection (b) and § 59.1-507.5, tender of a copy that is a material breach of contract permits the party to which tender is made to:
(1) refuse the tender;
(2) accept the tender; or
(3) accept any commercially reasonable units and refuse the rest.
(b) In a mass-market transaction that calls for only a single tender of a copy, a licensee may refuse the tender if the tender does not conform to the contract.
(c) Refusal of a tender is ineffective unless:
(1) it is made before acceptance;
(2) it is made within a reasonable time after tender or completion of any permitted effort to cure; and
(3) the refusing party seasonably notifies the tendering party of the refusal.
(d) Except in a case governed by subsection (b), a party that rightfully refuses tender of a copy may cancel the contract only if the tender was a material breach of the whole contract or the agreement so provides.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-507.5. Copy; contract with previous vested grant of rights

If an agreement grants a right in or permission to use informational rights which precedes or is otherwise independent of the delivery of a copy, the following rules apply:
(1) A party may refuse a tender of a copy which is a material breach as to that copy, but refusal of that tender does not cancel the contract.
(2) In a case governed by paragraph (1), the tendering party may cure the breach by seasonably providing a conforming copy before the breach becomes material as to the whole contract.
(3) A breach that is material with respect to a copy allows cancellation of the contract only if the breach cannot be seasonably cured and is a material breach of the whole contract.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-507.6. Copy; duties upon rightful refusal

(a) Except as otherwise provided in this section, after rightful refusal or revocation of acceptance of a copy, the following rules apply:
(1) If the refusing party rightfully cancels the contract, § 59.1-508.2 applies and all contractual use terms continue.
(2) If the contract is not canceled, the parties remain bound by all contractual obligations.
(b) On rightful refusal or revocation of acceptance of a copy, the following rules apply to the extent consistent with § 59.1-508.2:
(1) Any use, sale, display, performance, or transfer of the copy or information it contains, or any failure to comply with a contractual use term, is a breach of contract. The licensee shall pay the licensor the reasonable value of any use. However, use for a limited time within contractual use terms is not a breach, and is not an acceptance under § 59.1-506.9 (a) (5), if it:
(A) occurs after the tendering party is seasonably notified of refusal;
(B) is not for distribution and is solely part of measures reasonable under the circumstances to avoid or reduce loss; and
(C) is not contrary to instructions concerning disposition of the copy received from the party in breach.
(2) A party that refuses a copy shall:
(A) deliver the copy and all copies made of it, all access materials, and documentation pertaining to the refused information to the tendering party or hold them with reasonable care for a reasonable time for disposal at that party's instructions; and
(B) follow reasonable instructions of the tendering party for returning or delivering copies, access material, and documentation, but instructions are not reasonable if the tendering party does not arrange for payment of or reimbursement for reasonable expenses of complying with the instructions.
(3) If the tendering party does not give instructions within a reasonable time after being notified of refusal, the refusing party, in a reasonable manner to reduce or avoid loss, may store the copies, access material, and documentation for the tendering party's account or ship them to the tendering party and is entitled to reimbursement for reasonable costs of storage and shipment.
(4) Both parties remain bound by all contractual use terms that would have been enforceable had the performance not been refused.
(5) In complying with this section, the refusing party shall act in good faith. Conduct in good faith under this section is not acceptance or conversion and may not be a ground for an action for damages under the contract.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-507.7. Copy; revocation of acceptance

(a) A party that accepts a nonconforming tender of a copy may revoke acceptance only if the nonconformity is a material breach of contract and the party accepted it:
(1) on the reasonable assumption that the nonconformity would be cured, and the nonconformity was not seasonably cured;
(2) during a continuing effort by the party in breach at adjustment and cure, and the breach was not seasonably cured; or
(3) without discovery of the nonconformity, if acceptance was reasonably induced either by the other party's assurances or by the difficulty of discovery before acceptance.
(b) Revocation of acceptance is not effective until the revoking party notifies the other party of the revocation.
(c) Revocation of acceptance of a copy is precluded if:
(1) it does not occur within a reasonable time after the party attempting to revoke discovers or should have discovered the grounds for it;
(2) it occurs after a substantial change in condition not caused by defects in the information, such as after the party commingles the information in a manner that makes its return impossible; or
(3) the party attempting to revoke received a substantial benefit or value from the information, and the benefit or value cannot be returned.
(d) A party that rightfully revokes has the same duties and is under the same restrictions as if the party had refused tender of the copy.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-507.8. Adequate assurance of performance

(a) A contract imposes an obligation on each party not to impair the other's expectation of receiving due performance. If reasonable grounds for insecurity arise with respect to the performance of either party, the aggrieved party may:
(1) demand in a record adequate assurance of due performance; and
(2) until that assurance is received, if commercially reasonable, suspend any performance, other than with respect to contractual use terms, for which the agreed return performance has not been received.
(b) Between merchants, the reasonableness of grounds for insecurity and the adequacy of any assurance offered is determined according to commercial standards.
(c) Acceptance of any improper delivery or payment does not impair an aggrieved party's right to demand adequate assurance of future performance.
(d) After receipt of a justified demand under subsection (a), failure, within a reasonable time not exceeding thirty days, to provide assurance of due performance which is adequate under the circumstances of the particular case is a repudiation of the contract under § 59.1-507.9.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-507.9. Anticipatory repudiation

(a) If a party to a contract repudiates a performance not yet due and the loss of performance will substantially impair the value of the contract to the other party, the aggrieved party may:
(1) await performance by the repudiating party for a commercially reasonable time or resort to any remedy for breach of contract, even if it has urged the repudiating party to retract the repudiation or has notified the repudiating party that it would await its performance; and
(2) in either case, suspend its own performance or proceed in accordance with § 59.1-508.12 or § 59.1-508.13, as applicable.
(b) Repudiation includes language that one party will not or cannot make a performance still due under the contract or voluntary, affirmative conduct that reasonably appears to the other party to make a future performance impossible.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-507.10. Retraction of anticipatory repudiation

(a) A repudiating party may retract its repudiation until its next performance is due unless the aggrieved party, after the repudiation, has canceled the contract, materially changed its position, or otherwise indicated that it considers the repudiation final.
(b) A retraction may be by any method that clearly indicates to the aggrieved party that the repudiating party intends to perform the contract. However, a retraction must contain any assurance justifiably demanded under § 59.1-507.8.
(c) Retraction restores a repudiating party's rights under the contract with due excuse and allowance to the aggrieved party for any delay caused by the repudiation.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-508.1. Remedies in general

(a) The remedies provided in this chapter are cumulative, but a party may not recover more than once for the same loss.
(b) Except as otherwise provided in §§ 59.1-508.3 and 59.1-508.4, if a party is in breach of contract, whether or not the breach is material, the aggrieved party has the remedies provided in the agreement or this chapter, but the aggrieved party shall continue to comply with any contractual use terms with respect to information or copies received from the other party, but the contractual use terms do not apply to information or copies properly received or obtained from another source.
(c) Rescission or a claim for rescission of the contract, or refusal of the information, does not preclude and is not inconsistent with a claim for damages or other remedy.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-508.2. Cancellation

(a) An aggrieved party may cancel a contract if there is a material breach that has not been cured or waived or the agreement allows cancellation for the breach.
(b) Cancellation is not effective until the canceling party gives notice of cancellation to the party in breach, unless a delay required to notify the party would cause or threaten material harm or loss to the aggrieved party. The notification may be in any form reasonable under the circumstances. However, in an access contract, a party may cancel rights of access without notice.
(c) On cancellation, the following rules apply:
(1) If a party is in possession or control of licensed information, documentation, materials, or copies of licensed information, the following rules apply:
(A) A party that has rightfully refused a copy shall comply with § 59.1-507.6 (b) as to the refused copy.
(B) A party in breach of contract which would be subject to an obligation to deliver under § 59.1-506.18, shall deliver all information, documentation, materials, and copies to the other party or hold them with reasonable care for a reasonable time for disposal at that party's instructions. The party in breach of contract shall follow any reasonable instructions received from the other party.
(C) Except as otherwise provided in subparagraphs (A) and (B), the party shall comply with § 59.1-506.18.
(2) All obligations that are executory on both sides at the time of cancellation are discharged, but the following survive:
(A) any right based on previous breach or performance; and
(B) the rights, duties, and remedies described in § 59.1-506.16 (b).
(3) Cancellation of a license by the licensor ends any contractual right of the licensee to use the information, informational rights, copies, or other materials.
(4) Cancellation of a license by the licensee ends any contractual right to use the information, informational rights, copies, or other materials, but the licensee may use the information for a limited time after the license has been canceled if the use:
(A) is within contractual use terms;
(B) is not for distribution and is solely part of measures reasonable under the circumstances to avoid or reduce loss; and
(C) is not contrary to instructions received from the party in breach concerning disposition of them.
(5) The licensee shall pay the licensor the reasonable value of any use after cancellation permitted under paragraph (4).
(6) The obligations under this subsection apply to all information, informational rights, documentation, materials, and copies received by the party and any copies made therefrom.
(d) A term providing that a contract may not be canceled precludes cancellation but does not limit other remedies.
(e) Unless a contrary intention clearly appears, an expression such as "cancellation," "rescission," or the like may not be construed as a renunciation or discharge of a claim in damages for an antecedent breach.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-508.3. Contractual modification of remedy

(a) Except as otherwise provided in this section and in § 59.1-508.4:
(1) an agreement may provide for remedies in addition to or in substitution for those provided in this chapter and may limit or alter the measure of damages recoverable under this chapter or a party's other remedies under this chapter, such as by precluding a party's right to cancel for breach of contract, limiting remedies to returning or delivering copies and repayment of the contract fee, or limiting remedies to repair or replacement of the nonconforming copies; and
(2) resort to a contractual remedy is optional unless the remedy is expressly agreed to be exclusive, in which case it is the sole remedy.
(b) Subject to subsection (c), if performance of an exclusive or limited remedy causes the remedy to fail of its essential purpose, the aggrieved party may pursue other remedies under this chapter.
(c) Failure or unconscionability of an agreed exclusive or limited remedy makes a term disclaiming or limiting consequential or incidental damages unenforceable unless the agreement expressly makes the disclaimer or limitation independent of the agreed remedy.
(d) Consequential damages and incidental damages may be excluded or limited by agreement unless the exclusion or limitation is unconscionable. Exclusion or limitation of consequential damages for personal injury in a consumer contract for a computer program that is subject to this chapter and is contained in consumer goods is prima facie unconscionable, but exclusion or limitation of damages for a commercial loss is not unconscionable.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-508.4. Liquidation of damages

(a) Damages for breach of contract by either party may be liquidated by agreement in an amount that is reasonable in light of:
(1) the loss anticipated at the time of contracting;
(2) the actual loss; or
(3) the actual or anticipated difficulties of proving loss in the event of breach.
(b) If a term liquidating damages is unenforceable under this subsection, the aggrieved party may pursue the remedies provided in this chapter, except as limited by other terms of the contract.
(c) If a party justifiably withholds delivery of copies because of the other party's breach of contract, the party in breach is entitled to restitution for any amount by which the sum of the payments it made for the copies exceeds the amount of the liquidated damages payable to the aggrieved party in accordance with subsection (a). The right to restitution is subject to offset to the extent that the aggrieved party establishes:
(1) a right to recover damages other than under subsection (a); and
(2) the amount or value of any benefits received by the party in breach, directly or indirectly, by reason of the contract.
(d) A term that does not liquidate damages, but that limits damages available to the aggrieved party, must be evaluated under § 59.1-508.3.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-508.5. Limitation of actions

(a) Except as otherwise provided in subsection (b), an action for breach of contract must be commenced within the later of four years after the right of action accrues or one year after the breach was or should have been discovered, but not later than five years after the right of action accrues.
(b) If the original agreement of the parties alters the period of limitations, the following rules apply:
(1) The parties may reduce the period of limitation to not less than one year after the right of action accrues but may not extend it.
(2) In a consumer contract, the period of limitation may not be reduced.
(c) Except as otherwise provided in subsection (d), a right of action accrues when the act or omission constituting a breach of contract occurs, even if the aggrieved party did not know of the breach. A right of action for breach of warranty accrues when tender of delivery of a copy pursuant to § 59.1-506.6, or access to the information, occurs. However, if the warranty expressly extends to future performance of the information or a copy, the right of action accrues when the performance fails to conform to the warranty, but not later than the date the warranty expires.
(d) In the following cases, a right of action accrues on the later of the date the act or omission constituting the breach of contract occurred or the date on which it was or should have been discovered by the aggrieved party, but not earlier than the date for delivery of a copy if the claim relates to information in the copy:
(1) a breach of warranty against third-party claims for:
(A) infringement or misappropriation; or
(B) libel, slander, or the like;
(2) a breach of contract involving a party's disclosure or misuse of confidential information; or
(3) a failure to provide an indemnity or to perform another obligation to protect or defend against a third-party claim.
(e) If an action commenced within the period of limitation is so concluded as to leave available a remedy by another action for the same breach of contract, the other action may be commenced after expiration of the period of limitation if the action is commenced within six months after conclusion of the first action, unless the action was concluded as a result of voluntary discontinuance or dismissal for failure or neglect to prosecute.
(f) This section does not alter the law on tolling of the statute of limitations and does not apply to a right of action that accrued before the effective date of this chapter.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-508.7. Measurement of damages in general

(a) Except as otherwise provided in the contract, an aggrieved party may not recover compensation for that part of a loss which could have been avoided by taking measures reasonable under the circumstances to avoid or reduce loss. The burden of establishing a failure of the aggrieved party to take measures reasonable under the circumstances is on the party in breach of contract.
(b) A party may not recover:
(1) consequential damages for losses resulting from the content of published informational content unless the agreement expressly so provides; or
(2) damages that are speculative.
(c) The remedy for breach of contract for disclosure or misuse of information that is a trade secret or in which the aggrieved party has a right of confidentiality includes as consequential damages compensation for the benefit obtained as a result of the breach.
(d) For purposes of this chapter, market value is determined as of the date of breach of contract and the place for performance.
(e) Damages or expenses that relate to events after the date of entry of judgment must be reduced to their present value as of that date. In this subsection, "present value" means the amount, as of a date certain, of one or more sums payable in the future or the value of one or more performances due in the future, discounted to the date certain. The discount is determined by the interest rate specified by the parties in their agreement unless that rate was manifestly unreasonable when the agreement was entered into. Otherwise, the discount is determined by a commercially reasonable rate that takes into account the circumstances of each case when the agreement was entered into.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-508.8. Licensor's damages

(a) In this section, "substitute transaction" means a transaction by the licensor which would not have been possible except for the licensee's breach and which transaction is for the same information or informational rights with the same contractual use terms as the transaction to which the licensee's breach applies.
(b) Except as otherwise provided in § 59.1-508.7, a breach of contract by a licensee entitles the licensor to recover the following compensation for losses resulting in the ordinary course from the breach, less expenses avoided as a result of the breach, to the extent not otherwise accounted for under this subsection:
(1) damages measured in any combination of the following ways but not to exceed the contract fee and the market value of other consideration required under the contract for the performance that was the subject of the breach:
(A) the amount of accrued and unpaid contract fees and the market value of other consideration earned but not received for:
(i) any performance accepted by the licensee; and
(ii) any performance to which § 59.1-506.4 applies;
(B) for performances not governed by subparagraph (A), if the licensee repudiated or wrongfully refused the performance or the licensor rightfully canceled and the breach makes possible a substitute transaction, the amount of loss as determined by contract fees and the market value of other consideration required under the contract for the performance less:
(i) the contract fees and market value of other consideration received from an actual and commercially reasonable substitute transaction entered into by the licensor in good faith and without unreasonable delay; or
(ii) the market value of a commercially reasonable hypothetical substitute transaction;
(C) for performances not governed by subparagraph (A), if the breach does not make possible a substitute transaction, lost profit, including reasonable overhead, that the licensor would have realized on acceptance and full payment for performance that was not delivered to the licensee because of the licensee's breach; or
(D) damages calculated in any reasonable manner; and
(2) consequential and incidental damages.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-508.9. Licensee's damages

(a) Subject to subsection (b) and except as otherwise provided in § 59.1-508.7, a breach of contract by a licensor entitles the licensee to recover the following compensation for losses resulting in the ordinary course from the breach or, if appropriate, as to the whole contract, less expenses avoided as a result of the breach to the extent not otherwise accounted for under this section:
(1) damages measured in any combination of the following ways, but not to exceed the market value of the performance that was the subject of the breach plus restitution of any amounts paid for performance not received and not accounted for within the indicated recovery:
(A) with respect to performance that has been accepted and the acceptance not rightfully revoked, the value of the performance required less the value of the performance accepted as of the time and place of acceptance;
(B) with respect to performance that has not been rendered or that was rightfully refused or acceptance of which was rightfully revoked:
(i) the amount of any payments made and the value of other consideration given to the licensor with respect to that performance and not previously returned to the licensee;
(ii) the market value of the performance less the contract fee for that performance; or
(iii) the cost of a commercially reasonable substitute transaction less the contract fee under the breached contract, if the substitute transaction was entered into by the licensee in good faith and without unreasonable delay for substantially similar information with the same contractual use terms; or
(C) damages calculated in any reasonable manner; and
(2) incidental and consequential damages.
(b) The amount of damages must be reduced by any unpaid contract fees for performance by the licensor which has been accepted by the licensee and as to which the acceptance has not been rightfully revoked.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-508.10. Recoupment

(a) Except as otherwise provided in subsection (b), an aggrieved party, upon notifying the party in breach of contract of its intention to do so, may deduct all or any part of the damages resulting from the breach from any payments still due under the same contract.
(b) If a breach of contract is not material with reference to the particular performance, an aggrieved party may exercise its rights under subsection (a) only if the agreement does not require further affirmative performance by the other party and the amount of damages deducted can be readily liquidated under the agreement.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-508.11. Specific performance

(a) Specific performance may be ordered:
(1) if the agreement provides for that remedy, other than an obligation for the payment of money;
(2) if the contract was not for personal services and the agreed performance is unique; or
(3) in other proper circumstances.
(b) An order for specific performance may contain any conditions considered just and must provide adequate safeguards consistent with the contract to protect the confidentiality of information, information, and informational rights of both parties.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-508.12. Completing performance

(a) On breach of contract by a licensee, the licensor may:
(1) identify to the contract any conforming copy not already identified if, at the time the licensor learned of the breach, the copy was in its possession;
(2) in the exercise of reasonable commercial judgment for purposes of avoiding loss and effective realization on effort or investment, complete the information and identify it to the contract, cease work on it, relicense or dispose of it, or proceed in any other commercially reasonable manner; and
(3) pursue any remedy for breach that has not been waived.
(b) On breach by a licensee, both parties remain bound by all contractual use terms, but the contractual use terms do not apply to information or copies properly received or obtained from another source.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-508.13. Continuing use

On breach of contract by a licensor, the following rules apply:
(1) A licensee that has not canceled the contract may continue to use the information and informational rights under the contract. If the licensee continues to use the information or informational rights, the licensee is bound by all terms of the contract, including contractual use terms, obligations not to compete, and obligations to pay contract fees.
(2) The licensee may pursue any remedy for breach which has not been waived.
(3) The licensor's rights remain in effect but are subject to the licensee's remedy for breach, including any right of recoupment or setoff.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-508.14. Discontinuing access

On material breach of an access contract or if the agreement so provides, a party may discontinue all contractual rights of access of the party in breach and direct any person that is assisting the performance of the contract to discontinue its performance.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-508.15. Right to possession and to prevent use

(a) On cancellation of a license, the licensor has the right:
(1) to possession of all copies of the licensed information in the possession or control of the licensee and any other materials pertaining to that information which by contract are to be returned or delivered by the licensee to the licensor; and
(2) to prevent the continued exercise of contractual and informational rights in the licensed information under the license.
(b) Except as otherwise provided in § 59.1-508.14, a licensor may exercise his rights under subsection (a) without judicial process only if this can be done:
(1) without a breach of the peace;
(2) without a foreseeable risk of personal injury or significant physical damage to information or property other than the licensed information; and
(3) in accordance with § 59.1-508.16.
(c) In a judicial proceeding, the court may enjoin a licensee in breach of contract from continued use of the information and informational rights and may order the licensor or a judicial officer to take the steps described in § 59.1-506.18.
(d) A party has a right to an expedited judicial hearing on a request for prejudgment relief to enforce or protect its rights under this section.
(e) The right to possession under this section is not available to the extent that the information, before breach of the license and in the ordinary course of performance under the license, was so altered or commingled that the information is no longer identifiable or separable.
(f) A licensee that provides information to a licensor subject to contractual use terms has the rights and is subject to the limitations of a licensor under this section with respect to the information he provides.
2000, cc. 101, 996.