Chapter 25 - IT Contract Formation

25.3.7 Acceptance of terms on packaging and in shrinkwrap and clickwrap

Standard terms presented on or within product packaging present special problems with respect to contract formation. When a shrink wrap package containing a software program contains a printed warning stating that unwrapping the package constitutes consent to the terms of the license therein, those licenses terms may or may not be binding depending on the jurisdiction interpreting such licenses. Under the Uniform Computer Information Transactions Act UCITA, which has been partially enacted in Virginia, such software license terms are binding on the licensee. Where software is downloaded from the internet, with the licensee being required to click on the "I agree" button indicating agreement to the licensor's terms, such conduct is deemed to be a binding acceptance of the licensor's offer