reglab/statecodes huggingface dataset:
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-501.5. Relation to federal law; fundamental public policy; transactions subject to other state law

(a) A provision of this chapter that is preempted by federal law is unenforceable to the extent of the preemption.
(b) If a term of a contract violates a fundamental public policy, the court may refuse to enforce the contract, enforce the remainder of the contract without the impermissible term, or limit the application of the impermissible term so as to avoid a result contrary to public policy, in each case to the extent that the interest in enforcement is clearly outweighed by a public policy against enforcement of the term.
(c) In a transaction in which a copy of computer information in its final form is made generally available, a term of a contract is unenforceable to the extent that the term prohibits an end-user licensee from engaging in otherwise lawful public discussion relating to the computer information. However, this subsection does not preclude enforcement of a term that establishes or enforces rights under trade secret, trademark, defamation, commercial disparagement, or other laws. This subsection does not alter the applicability of subsection (b) to any term not rendered unenforceable under this subsection.
(d) This chapter does not apply to an intellectual property notice that is based solely on intellectual property rights and is not part of a contract. The effect of such a notice is determined by law other than this chapter.
(e) If a law of the Commonwealth in effect on the effective date of this chapter applies to a transaction governed by this chapter, the following rules apply:
(1) A requirement that a term, waiver, notice, or disclaimer be in a writing is satisfied by a record.
(2) A requirement that a record, writing, or term be signed is satisfied by an authentication.
(3) A requirement that a term be conspicuous, or the like, is satisfied by a term that is conspicuous under this chapter.
(4) A requirement of consent or agreement to a term is satisfied by a manifestation of assent to the term in accordance with this chapter.
2000, cc. 101, 996; 2001, cc. 762, 763; 2004, c. 794.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-501.6. Rule of construction

(a) This chapter must be liberally construed and applied to promote its underlying purposes and policies to:
(1) support and facilitate the realization of the full potential of computer information transactions;
(2) clarify the law governing computer information transactions;
(3) enable expanding commercial practice in computer information transactions by commercial usage and agreement of the parties;
(4) promote uniformity of the law with respect to the subject matter of this chapter among States that enact it; and
(5) permit the continued expansion of commercial practices in the excluded transactions through custom, usage and agreement of the parties.
(b) Except as otherwise provided in § 59.1-501.15, the use of mandatory language or the absence of a phrase such as "unless otherwise agreed" in a provision of this chapter does not preclude the parties from varying the effect of the provision by agreement.
(c) The fact that a provision of this chapter imposes a condition for a result does not by itself mean that the absence of that condition yields a different result.
(d) To be enforceable, a term need not be conspicuous, negotiated, or expressly assented or agreed to, unless this chapter expressly so requires.
2000, cc. 101, 996; 2004, c. 794.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-501.7. Legal recognition of electronic record and authentication; use of electronic agents

(a) A record or authentication may not be denied legal effect or enforceability solely because it is in electronic form.
(b) This chapter does not require that a record or authentication be generated, stored, sent, received, or otherwise processed by electronic means or in electronic form.
(c) In any transaction, a person may establish requirements regarding the type of authentication or record acceptable to that person.
(d) A person using an electronic agent that he has selected for making an authentication, performance, or agreement, including manifestation of assent, is bound by the operations of the electronic agent, even if no individual was aware of or reviewed the agent's operations or the results of the operations.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-501.8. Proof and effect of authentication

(a) Authentication may be proven in any manner, including a showing that a party made use of information or access that could have been available only if it engaged in conduct or operations that authenticated the record or term.
(b) Compliance with a commercially reasonable attribution procedure agreed to or adopted by the parties or established by law for authenticating a record authenticates the record as a matter of law.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-501.9. Choice of law

(a) The parties in their agreement may choose the applicable law. However, the choice is not enforceable in a consumer contract to the extent it would vary a statute, administrative rule, or regulation that may not be varied by agreement under the law of Virginia.
(b) In the absence of an enforceable agreement on choice of law, the contract is governed by the law of Virginia.
2000, cc. 101, 996; 2001, cc. 762, 763.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-501.10. Contractual choice of forum

(a) The parties in their agreement may choose an exclusive judicial forum unless the choice is unreasonable or unjust.
(b) A judicial forum specified in an agreement is not exclusive unless the agreement expressly so provides and, in a mass-market transaction, expressly and conspicuously so provides.
2000, cc. 101, 996; 2001, c. 763.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-501.11. Unconscionable contract or term

(a) If a court as a matter of law finds a contract or a term thereof to have been unconscionable at the time it was made, the court may refuse to enforce the contract, enforce the remainder of the contract without the unconscionable term, or limit the application of the unconscionable term so as to avoid an unconscionable result.
(b) If a court as a matter of law finds a contract or a term thereof has been induced by unconscionable conduct or that unconscionable conduct has occurred in the collection of a claim arising from the contract, the court may grant appropriate relief.
(c) If it is claimed or appears to the court that a contract or term thereof may be unconscionable, the parties must be afforded a reasonable opportunity to present evidence as to its commercial setting, purpose, and effect to aid the court in making the determination.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-501.12. Manifesting assent

(a) A person manifests assent to a record or term if the person, acting with knowledge of, or after having an opportunity to review the record or term or a copy of it:
(1) authenticates the record or term with intent to adopt or accept it; or
(2) intentionally engages in conduct or makes statements with reason to know that the other party or its electronic agent may infer from the conduct or statement that the person assents to the record or term.
(b) An electronic agent manifests assent to a record or term if, after having an opportunity to review it, the electronic agent:
(1) authenticates the record or term; or
(2) engages in operations that in the circumstances indicate acceptance of the record or term.
(c) If this chapter or other law requires assent to a specific term, a manifestation of assent must relate specifically to the term.
(d) Conduct or operations manifesting assent may be proved in any manner, including showing that a person or an electronic agent obtained or used the information or informational rights and that a procedure existed by which a person or an electronic agent must have engaged in the conduct or operations in order to do so. Proof of compliance with subsection (a) (2) is sufficient if there is conduct that assents and subsequent conduct that reaffirms assent by electronic means.
(e) The effect of provisions of this section may be modified by an agreement setting out standards applicable to future transactions between the parties.
(f) Providers of online services, network access, and telecommunications services, or the operators of facilities thereof, do not manifest assent to a contractual relationship simply by their provision of these services to other parties, including but not limited to transmission, routing, or providing connections, linking, caching, hosting, information location tools, or storage of materials at the request or initiation of a person other than the service provider.
2000, cc. 101, 996; 2001, c. 763; 2004, c. 794.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-501.13:1. Opportunity to review

(a) A person has an opportunity to review a record or term only if it is made available in a manner that ought to call it to the attention of a reasonable person and permit review.
(b) An electronic agent has an opportunity to review a record or term only if it is made available in a manner that would enable a reasonably configured electronic agent to react to the record or term.
(c) If a record or term is available for review only after a person becomes obligated to pay or begins its performance, the person has an opportunity to review only if he has a right to a return if he rejects the record. However, a right to a return is not required if:
(1) the record proposes a modification of contract or provides particulars of performance under § 59.1-503.5; or
(2) the primary performance is other than delivery or acceptance of a copy, the agreement is not a mass-market transaction, and the parties at the time of contracting had reason to know that a record or term would be presented after performance, use, or access to the information began.
(d) The right to a return under this section may arise by law or by agreement.
(e) The effect of this section may be modified by an agreement setting out standards applicable to future transactions between the parties.
2004, c. 794.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-501.14:1. Pretransaction disclosures in Internet-type transactions

This section applies to a licensor that makes its computer information available to a licensee by electronic means from its Internet or similar electronic site. In such a case, the licensor affords an opportunity to review the terms of a standard form license, which opportunity satisfies § 59.1-501.13:1 with respect to a licensee that acquires the information from that site, if the licensor:
(1) makes the standard terms of the license readily available for review by the licensee before the information is delivered or the licensee becomes obligated to pay, whichever occurs first, by:
(A) displaying prominently and in close proximity to a description of the computer information, or to instructions or steps for acquiring it, the standard terms or a reference to an electronic location from which they can be readily obtained; or
(B) disclosing the availability of the standard terms in a prominent place on the site from which the computer information is offered and promptly furnishing a copy of the standard terms on request before the transfer of the computer information; and
(2) does not take affirmative acts to prevent printing or storage of the standard terms for archival or review purposes by the licensee.
Failure to provide an opportunity to review under this section does not preclude a person from providing a person an opportunity to review by other means pursuant to § 59.1-501.13:1 or law other than this chapter.
2004, c. 794.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-501.15. Variation by agreement; commercial practice

(a) The effect of any provision of this chapter, including an allocation of risk or imposition of a burden, may be varied by agreement of the parties.
(b) The following rules are not variable by agreement:
(1) Obligations of good faith, diligence, reasonableness, and care imposed by this chapter may not be disclaimed by agreement, but the parties by agreement may determine the standards by which the performance of the obligation is to be measured if the standards are not manifestly unreasonable;
(2) The limitations on enforceability imposed by unconscionability under § 59.1-501.11 and fundamental public policy under § 59.1-501.5 (b) may not be varied by agreement; and
(3) Limitations on enforceability of, or agreement to, a contract, term, or right expressly stated in the sections listed in the following subsections may not be varied by agreement except to the extent provided in each section:
(A) the limitations on agreed choice of law in § 59.1-501.9 (a);
(B) the limitations on agreed choice of forum in § 59.1-501.10;
(C) the requirements for manifesting assent in § 59.1-501.12 and opportunity for review in § 59.1-501.13:1;
(D) the limitations on enforceability in § 59.1-502.1;
(E) the limitations on a mass-market license in § 59.1-502.9;
(F) the consumer defense arising from an electronic error in § 59.1-502.14;
(G) the requirements for an enforceable term in §§ 59.1-503.3 (b), 59.1-503.7 (f), 59.1-504.6 (b) and (c), and 59.1-508.4 (a);
(H) the requirements of § 59.1-503.4 (b) (2);
(I) the limitations on a financier in §§ 59.1-505.7 through 59.1-505.11;
(J) the restrictions on altering the period of limitations in § 59.1-508.5 (a) and (b); and
(K) the limitations on self-help repossession in §§ 59.1-508.15 (b) and 59.1-508.16.
2004, c. 794.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-501.16. Supplemental principles; good faith; commercial practice

(a) Unless displaced by this chapter, principles of law and equity, including the merchant law and the common law of the Commonwealth relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, and other validating or invalidating cause, supplement this chapter. Among the laws supplementing and not displaced by this chapter are trade secret laws and unfair competition laws, including application of such laws as they may deal with failure to disclose defects.
(b) Every contract or duty within the scope of this chapter imposes an obligation of good faith in its performance or enforcement.
(c) Any usage of trade in the vocation or trade in which the parties are engaged or of which the parties are or should be aware and any course of dealing or course of performance between the parties are relevant to determining the existence or meaning of an agreement.
2004, c. 794.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-501.17. Decision for court; legal consequences; reasonable time; reason to know

(a) Whether a term is conspicuous or is unenforceable under §§ 59.1-501.5 (a) or (b), 59.1-501.11, or § 59.1-502.9 (a) and whether an attribution procedure is commercially reasonable or effective under §§ 59.1-501.8, 59.1-502.12, or § 59.1-502.13 are questions to be determined by the court.
(b) Whether an agreement has legal consequences is determined by this chapter.
(c) Whenever this chapter requires any action to be taken within a reasonable time, what is a reasonable time for taking the action depends on the nature, purpose, and circumstances of the action. Any time that is not manifestly unreasonable may be fixed by agreement.
(d) A person has reason to know a fact if the person has knowledge of the fact or, from all the facts and circumstances known to the person without investigation, the person should be aware that the fact exists.
2004, c. 794.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-502.1. Formal requirements

(a) Except as otherwise provided in this section, a contract requiring payment of a contract fee of $5,000 or more is not enforceable by way of action or defense unless:
(1) the party against which enforcement is sought authenticated a record sufficient to indicate that a contract has been formed and which reasonably identifies the copy or subject matter to which the contract refers; or
(2) the agreement is a license for an agreed duration of one year or less or which may be terminated at will by the party against which the contract is asserted.
(b) A record is sufficient under subsection (a) even if it omits or incorrectly states a term, but the contract is not enforceable under that subsection beyond the number of copies or subject matter shown in the record.
(c) A contract that does not satisfy the requirements of subsection (a) is nevertheless enforceable under that subsection if:
(1) a performance was tendered or the information was made available by one party and the tender was accepted or the information accessed by the other; or
(2) the party against which enforcement is sought admits in court, by pleading or by testimony or otherwise under oath, facts sufficient to indicate a contract has been made, but the agreement is not enforceable under this paragraph beyond the number of copies or the subject matter admitted.
(d) Between merchants, if, within a reasonable time, a record in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, the record satisfies subsection (a) against the party receiving it unless notice of objection to its contents is given in a record within a reasonable time after the confirming record is received.
(e) An agreement that the requirements of this section need not be satisfied as to future transactions is effective if evidenced in a record authenticated by the person against which enforcement is sought.
(f) A transaction within the scope of this chapter is not subject to a statute of frauds contained in another law of this Commonwealth.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-502.2. Formation in general

(a) A contract may be formed in any manner sufficient to show agreement, including offer and acceptance or conduct of both parties or operations of electronic agents which recognize the existence of a contract.
(b) If the parties so intend, an agreement sufficient to constitute a contract may be found even if the time of its making is undetermined, one or more terms are left open or to be agreed upon, the records of the parties do not otherwise establish a contract, or one party reserves the right to modify terms.
(c) Even if one or more terms are left open or to be agreed upon, a contract does not fail for indefiniteness if the parties intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy.
(d) In the absence of conduct or performance by both parties to the contrary, a contract is not formed if there is a material disagreement about a material term, including a term concerning scope.
(e) If a term is to be adopted by later agreement and the parties intend not to be bound unless the term is so adopted, a contract is not formed if the parties do not agree to the term. In that case, each party shall deliver to the other party, or with the consent of the other party destroy, all copies of information, access materials, and other materials received or made, and each party is entitled to a return with respect to any contract fee paid for which performance has not been received, has not been accepted, or has been redelivered without any benefit being retained. The parties remain bound by any contractual use term only with respect to information or copies received or made from copies received pursuant to the agreement, but the contractual use term does not apply to information or copies properly received or obtained from another source.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-502.3. Offer and acceptance in general

Unless otherwise unambiguously indicated by the language or the circumstances:
(1) An offer to make a contract invites acceptance in any manner and by any medium reasonable under the circumstances.
(2) An order or other offer to acquire a copy for prompt or current delivery invites acceptance by either a prompt promise to ship or a prompt or current shipment of a conforming or nonconforming copy. However, a shipment of a nonconforming copy is not an acceptance if the licensor seasonably notifies the licensee that the shipment is offered only as an accommodation to the licensee.
(3) If the beginning of a requested performance is a reasonable mode of acceptance, an offeror that is not notified of acceptance or performance within a reasonable time may treat the offer as having lapsed before acceptance.
(4) If an offer in an electronic message evokes an electronic message accepting the offer, a contract is formed:
(A) when an electronic acceptance is received; or
(B) if the response consists of beginning performance, full performance, or giving access to information, when the performance is received or the access is enabled and necessary access materials are received.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-502.4. Acceptance with varying terms

(a) In this section, an acceptance materially alters an offer if it contains a term that materially conflicts with or varies a term of the offer or that adds a material term not contained in the offer.
(b) Except as otherwise provided in § 59.1-502.5, a definite and seasonable expression of acceptance operates as an acceptance, even if the acceptance contains terms that vary from the terms of the offer, unless the acceptance materially alters the offer.
(c) If an acceptance materially alters the offer, the following rules apply:
(1) A contract is not formed unless (A) a party agrees, such as by manifesting assent, to the other party's offer or acceptance or (B) all the other circumstances, including the conduct of the parties, establish a contract.
(2) If a contract is formed by the conduct of both parties, the terms of the contract are determined under § 59.1-502.10.
(d) If an acceptance varies from but does not materially alter the offer, a contract is formed based on the terms of the offer. In addition, the following rules apply:
(1) Terms in the acceptance which conflict with terms in the offer are not part of the contract.
(2) An additional nonmaterial term in the acceptance is a proposal for an additional term. Between merchants, the proposed additional term becomes part of the contract unless the offeror gives notice of objection before, or within a reasonable time after, it receives the proposed terms.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-502.5. Conditional offer or acceptance

(a) In this section, an offer or acceptance is conditional if it is conditioned on agreement by the other party to all the terms of the offer or acceptance.
(b) Except as otherwise provided in subsection (c), a conditional offer or acceptance precludes formation of a contract unless the other party agrees to its terms, such as by manifesting assent.
(c) If an offer and acceptance are in standard forms and at least one form is conditional, the following rules apply:
(1) Conditional language in a standard term precludes formation of a contract only if the actions of the party proposing the form are consistent with the conditional language, such as by refusing to perform, refusing to permit performance, or refusing to accept the benefits of the agreement, until its proposed terms are accepted.
(2) A party that agrees, such as by manifesting assent, to a conditional offer that is effective under paragraph (1) adopts the terms of the offer under § 59.1-502.8 or § 59.1-502.9, except a term that conflicts with an expressly agreed term regarding price or quantity.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-502.6. Offer and acceptance; electronic agents

(a) A contract may be formed by the interaction of electronic agents. If the interaction results in the electronic agents' engaging in operations that under the circumstances indicate acceptance of an offer, a contract is formed, but a court may grant appropriate relief if the operations resulted from fraud, electronic mistake, or the like.
(b) A contract may be formed by the interaction of an electronic agent and an individual acting on the individual's own behalf or for another person. A contract is formed if the individual takes an action or makes a statement that the individual can refuse to take or say and that the individual has reason to know will:
(1) cause the electronic agent to perform, provide benefits, or allow the use or access that is the subject of the contract, or send instructions to do so; or
(2) indicate acceptance, regardless of other expressions or actions by the individual to which the individual has reason to know the electronic agent cannot react.
(c) The terms of a contract formed under subsection (b) are determined under § 59.1-502.8 or § 59.1-502.9 but do not include a term provided by the individual if the individual had reason to know that the electronic agent could not react to the term.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-502.7. Formation; releases of informational rights

(a) A release is effective without consideration if it is:
(1) in a record to which the releasing party agrees, such as by manifesting assent, 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.
2000, cc. 101, 996; 2004, c. 794.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-502.8. Adopting terms of records

Except as otherwise provided in § 59.1-502.9, the following rules apply:
(1) A party adopts the terms of a record, including a standard form, as 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) 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, § 59.1-502.2 (e) 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 chapter.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-502.9. Mass-market license

(a) A party adopts the terms of a mass-market license for purposes of § 59.1-502.8 only if the party agrees to the license, such as 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 or is unenforceable under § 59.1-501.5 (a) or (b);
(2) subject to § 59.1-503.1, the term conflicts with a term to which the parties to the license have expressly agreed;
(3) under § 59.1-501.13:1, the licensee does not have an opportunity to review the term before agreeing to it; 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 who 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 § 59.1-501.12 or § 59.1-501.13:1 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.
2000, cc. 101, 996; 2001, c. 763; 2004, c. 794.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-502.10. Terms of contract formed by conduct

(a) Except as otherwise provided in subsection (b) and subject to § 59.1-503.1, if a contract is formed by conduct of the parties, the terms of the contract are determined by consideration of the terms and conditions to which the parties expressly agreed, course of performance, course of dealing, usage of trade, the nature of the parties' conduct, the records exchanged, the information or informational rights involved, and all other relevant circumstances. If a court cannot determine the terms of the contract from the foregoing factors, the supplementary principles of this chapter apply.
(b) This section does not apply if the parties authenticate a record of the contract or a party agrees, such as by manifesting assent, to the record containing the terms of the other party.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-502.12. Efficacy and commercial reasonableness of attribution procedure

The efficacy, including the commercial reasonableness, of an attribution procedure is determined by the court. In making this determination, the following rules apply:
(1) An attribution procedure established by law is effective for transactions within the coverage of the statute, administrative rule, or regulation.
(2) Except as otherwise provided in paragraph (1), commercial reasonableness and effectiveness is determined in light of the purposes of the procedure and the commercial circumstances at the time the parties agreed to or adopted the procedure.
(3) An attribution procedure may use any security device or method that is commercially reasonable under the circumstances.
2000, cc. 101, 996; 2001, cc. 762, 763.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-502.13. Determining attribution

(a) An electronic authentication, display, message, record, or performance is attributed to a person if it was the act of the person or its electronic agent, or if the person is bound by it under agency or other law. The party relying on attribution of an electronic authentication, display, message, record, or performance to another person has the burden of establishing attribution.
(b) The act of a person may be shown in any manner, including a showing of the efficacy of an attribution procedure that was agreed to or adopted by the parties or established by law.
(c) The effect of an electronic act attributed to a person under subsection (a) is determined from the context at the time of its creation, execution, or adoption, including the parties' agreement, if any, or otherwise as provided by law.
(d) If an attribution procedure exists to detect errors or changes in an electronic authentication, display, message, record, or performance, and was agreed to or adopted by the parties or established by law, and one party conformed to the procedure but the other party did not, and the nonconforming party would have detected the change or error had that party also conformed, the effect of noncompliance is determined by the agreement but, in the absence of agreement, the conforming party may avoid the effect of the error or change.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-502.14. Electronic error; consumer defenses

(a) In this section, "electronic error" means an error in an electronic message created by a consumer using an information processing system if a reasonable method to detect and correct or avoid the error was not provided.
(b) In an automated transaction, a consumer is not bound by an electronic message that the consumer did not intend and which was caused by an electronic error, if the consumer:
(1) promptly on learning of the error:
(A) notifies the other party of the error; and
(B) causes delivery to the other party or, pursuant to reasonable instructions received from the other party, delivers to another person or destroys all copies of the information; and
(2) has not used, or received any benefit or value from, the information or caused the information or benefit to be made available to a third party.
(c) If subsection (b) does not apply, the effect of an electronic error is determined by other law.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-502.15. Electronic message; when effective; effect of acknowledgment

(a) Receipt of an electronic message is effective when properly addressed and received.
(b) Receipt of an electronic acknowledgment of an electronic message establishes that the message was received but by itself does not establish that the content sent corresponds to the content received.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-502.16. Idea or information submission

(a) The following rules apply to a submission of an idea or information for the creation, development, or enhancement of computer information which is not made pursuant to an existing agreement requiring the submission:
(1) A contract is not formed and is not implied from the mere receipt of an unsolicited submission.
(2) Engaging in a business, trade, or industry that by custom or practice regularly acquires ideas is not in itself an express or implied solicitation of the information.
(3) If the recipient seasonably notifies the person making the submission that the recipient maintains a procedure to receive and review submissions, a contract is formed only if:
(A) the submission is made and accepted pursuant to that procedure; or
(B) the recipient expressly agrees to terms concerning the submission.
(b) An agreement to disclose an idea creates a contract enforceable against the receiving party only if the idea as disclosed is confidential, concrete, and novel to the business, trade, or industry or the party receiving the disclosure otherwise expressly agreed.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-503.1. Parol or extrinsic evidence

Terms with respect to which confirmatory records of the parties agree or which are otherwise set forth in a record intended by the parties as 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.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-503.2. Practical construction

(a) The express terms of an agreement and any course of performance, course of dealing, or usage of trade must be construed whenever reasonable as 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.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-503.3. Modification and rescission

(a) An agreement modifying a contract subject to this chapter needs no consideration to be binding.
(b) An authenticated record that precludes modification or rescission 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 §§ 59.1-502.1 (a) and 59.1-503.7 (f) if the contract as modified is within those provisions.
(d) An attempt at modification or rescission which does not satisfy subsection (b) or (c) may operate as a waiver if § 59.1-507.2 is satisfied.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-503.4. Continuing contractual terms

(a) Terms of an agreement involving successive performances apply to all performances, even if the terms are not displayed or otherwise brought to the attention of a party with respect to each successive performance, unless the terms are modified in accordance with this chapter 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) is determined by the other provisions of this chapter or other law.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-503.5. Terms to be specified

An agreement that is otherwise sufficiently definite to be a contract is not invalid because it leaves particulars of performance to be specified by one 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.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-503.6. Performance under open terms

A performance obligation of a party that cannot be determined from the agreement or from other provisions of this chapter requires the party to perform in a manner and in a time that is reasonable in light of the commercial circumstances existing at the time of agreement.
2000, cc. 101, 996.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-503.7. Interpretation and requirements for grant

(a) A license grants:
(1) the contractual rights that are expressly described; and
(2) a contractual right to use any informational rights within the licensor's 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). 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) 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.
(d) 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.
(e) 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.
(f) The rules in this section may be varied only by a record that is sufficient to indicate that a contract has been made and that is:
(1) authenticated by the party against whom enforcement is sought; or
(2) prepared and delivered by one party and adopted by the other under § 59.1-502.8 or § 59.1-502.9.
2000, cc. 101, 996; 2004, c. 794.
2023 Code of Virginia › Title 59.1 - Trade and Commerce › Chapter 43 - Uniform Computer Information Transactions Act › § 59.1-503.9. Agreement for performance to party's satisfaction

(a) Except as otherwise provided in subsection (b), an agreement that provides that the performance of one party is to be to the satisfaction or 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.
2000, cc. 101, 996.