Ch14-SG-BLTS-8e

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Chapter 14:

E-Contracts and E-Signatures

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E-contracts

E-contracts include any contract entered into in e-commerce, whether business to business (B2B) or businessinclude any contract entered into in e-commerce, whether business to business (B2B) or business to consumer (B2C), and any contract involving the computer industry. This chapter reviews some of the problems of to consumer (B2C), and any contract involving the computer industry. This chapter reviews some of the problems of e-contracts.

e-contracts.

C

HAPTERHAPTER

O

UTLINEUTLINE

I.

I. FORM

FO

RMIN

ING

G CO

CONT

NTRA

RACT

CTS

S ON

ONLI

LINE

NE

Disputes arising from contracts entered into online concern the terms and the parties’ assent to those terms. Disputes arising from contracts entered into online concern the terms and the parties’ assent to those terms. A.

A. OONLNENLNEOOFFERSFFERS

Terms should be conspicuous and clearly spelled out. On a Web site, this can be done with a link to a Terms should be conspicuous and clearly spelled out. On a Web site, this can be done with a link to a separate page that contains the details. Subjects include remedies, dispute resolution, payment, taxes, separate page that contains the details. Subjects include remedies, dispute resolution, payment, taxes, refund and return policies, disclaimers, and privacy policies. A click-on acceptance box should also be refund and return policies, disclaimers, and privacy policies. A click-on acceptance box should also be included.

included. B.

B. OONLNENLNEAACCEPTANCESCCEPTANCES

Generally, a contract can be made and agreed to in any words or conduct sufficient to show agreement. Generally, a contract can be made and agreed to in any words or conduct sufficient to show agreement. 1.

1. ClickClick-On -On AgreeAgreementsments A

A click-on agreementclick-on agreement is when a buyer, completing a transaction on a computer, indicates his or heris when a buyer, completing a transaction on a computer, indicates his or her assent to be bound by the terms of the offer by clicking on a button that says, for example, “I agree.” assent to be bound by the terms of the offer by clicking on a button that says, for example, “I agree.” The terms may appear on a Web site through which a buyer obtains goods or services, or on a The terms may appear on a Web site through which a buyer obtains goods or services, or on a computer screen when software is loaded.

computer screen when software is loaded. 2.

2. ShrinShrink-Wrap k-Wrap AgreeAgreementsments A

A shrink-wrap agreementshrink-wrap agreement is an agreement whose terms are expressed inside a box in which a product isis an agreement whose terms are expressed inside a box in which a product is packaged. Usually, the agreement is not between a seller and a buyer, but a manufacturer and the packaged. Usually, the agreement is not between a seller and a buyer, but a manufacturer and the product’s

product’s user. Terms generally cuser. Terms generally concern warranties, remedies, anoncern warranties, remedies, and other issues.d other issues. a.

a. Shrink-Wrap Agreements and Shrink-Wrap Agreements and Enforceable Contract TermsEnforceable Contract Terms

Courts often enforce shrink-wrap agreements, reasoning that the seller proposed an offer that the Courts often enforce shrink-wrap agreements, reasoning that the seller proposed an offer that the buyer accepted after an opportunity to read the terms. Also, it is more practical to enclose the full buyer accepted after an opportunity to read the terms. Also, it is more practical to enclose the full

terms of sale in a box. terms of sale in a box. b.

b. ShrinShrink-Wrak-Wrap Termp Terms That s That May NMay Not Be ot Be EnforcEnforceded

If a court finds that the buyer learned of the shrink-wrap terms

If a court finds that the buyer learned of the shrink-wrap terms afterafter the parties entered into athe parties entered into a contract, the court might conclude that those terms were proposals for additional terms, which contract, the court might conclude that those terms were proposals for additional terms, which were not part of the contract unless the buyer expressly agreed to them.

were not part of the contract unless the buyer expressly agreed to them. 3.

3. BroBrowsewse-Wr-Wrap ap TerTermsms

Browse-wrap terms do not require a user to assent to the terms before going ahead with an online Browse-wrap terms do not require a user to assent to the terms before going ahead with an online transaction. Offerors of these terms generally assert that they are binding without the user’s active transaction. Offerors of these terms generally assert that they are binding without the user’s active consent. Critics argue that a user should at least be required to navigate past the terms before they consent. Critics argue that a user should at least be required to navigate past the terms before they should be considered binding.

should be considered binding.

IIII. .

E-

E-SI

SIG

GNA

NATU

TURE

RES

S

How are e-signatures created and verified, and what is their legal effect? How are e-signatures created and verified, and what is their legal effect? A.

A. E-E-SSIGNATUREIGNATURETTECHNOLOGIESECHNOLOGIES

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Methods for creating and verifying e-signatures include— Methods for creating and verifying e-signatures include— 1.

1. DigiDigitized tized HandwHandwrittritten en SignatSignaturesures

These are graphical images of handwritten signatures that can be created by, for example, a digital These are graphical images of handwritten signatures that can be created by, for example, a digital pen and pad.

pen and pad. 2.

2. Public-Key Public-Key Infrastructure-Based Infrastructure-Based Digital Digital SignaturesSignatures

Asymmetric cryptographic keys provide private code for one party and public software for another Asymmetric cryptographic keys provide private code for one party and public software for another party, who reads the code to verify the first party’s identity. A cybernotary issues the keys.

party, who reads the code to verify the first party’s identity. A cybernotary issues the keys. 3.

3. OtOtheher r FoFormrmss

A smart card is a credit-card size device embedded with code that can be read by a computer to A smart card is a credit-card size device embedded with code that can be read by a computer to establish a person’s identity or signature. Other possibilities include retina- and face-scanning.

establish a person’s identity or signature. Other possibilities include retina- and face-scanning. B.

B. SSTATETATELLAWSAWSGGOVERNINGOVERNINGE-SE-SIGNATURESIGNATURES

Most states have laws governing e-signatures, although the laws are not uniform. The Uniform Electronic Most states have laws governing e-signatures, although the laws are not uniform. The Uniform Electronic Transactions Act (UETA), issued in 1999, was an attempt by the National Conference of Commissioners Transactions Act (UETA), issued in 1999, was an attempt by the National Conference of Commissioners on Uniform State Laws (NCCUSL) to create more uniformity.

on Uniform State Laws (NCCUSL) to create more uniformity. C.

C. FFEDERALEDERALLLAWAW ONONE-SE-SIGNATURESIGNATURES ANDANDE-DE-DOCUMENTSOCUMENTS

In 2000, Congress enacted the Electronic Signatures in Global and National Commerce (E-SIGN) Act to In 2000, Congress enacted the Electronic Signatures in Global and National Commerce (E-SIGN) Act to provide that no contract, record, or signature may be denied legal effect solely because it is in an provide that no contract, record, or signature may be denied legal effect solely because it is in an electronic form. Some documents are excluded (such as those governed by UCC Articles 3, 4, and 9.) electronic form. Some documents are excluded (such as those governed by UCC Articles 3, 4, and 9.)

II

III.

I. PAR

PARTNE

TNERIN

RING

G AGR

AGREEM

EEMENT

ENTS

S

Through a partnering agreement, a seller and a buyer agree in advance on the terms to apply in all Through a partnering agreement, a seller and a buyer agree in advance on the terms to apply in all transactions subsequently conducted electronically. These terms may include access and identification codes. transactions subsequently conducted electronically. These terms may include access and identification codes. A partnering agreement, like any contract, can prevent later disputes.

A partnering agreement, like any contract, can prevent later disputes.

IV.

IV. THE

THE UNIFO

UNIFORM

RM ELECTR

ELECTRONIC

ONIC TRANS

TRANSACTIO

ACTIONS

NS ACT

ACT

The UETA removes barriers to e-commerce by giving the same legal effect to e-records and e-signatures as to The UETA removes barriers to e-commerce by giving the same legal effect to e-records and e-signatures as to paper documents and signatures.

paper documents and signatures. A.

A. TTHEHESSCOPECOPE ANDANDAAPPLICABILITYPPLICABILITY OFOF THETHEUETAUETA

The UETA applies only to e-records and e-signatures in a transaction (an interaction between two or The UETA applies only to e-records and e-signatures in a transaction (an interaction between two or more people relating to business, commercial, or government activities). The UETA does not apply to more people relating to business, commercial, or government activities). The UETA does not apply to laws governing wills or testamentary trusts, the UCC (except Articles 2 and 2A), the UCITA, and other laws governing wills or testamentary trusts, the UCC (except Articles 2 and 2A), the UCITA, and other laws excluded by the states that adopt the UETA.

laws excluded by the states that adopt the UETA. B.

B. TTHEHEFFEDERALEDERALE-SIGN AE-SIGN ACTCT ANDAND THETHEUETAUETA

1.

1. Does Does the the E-SIGE-SIGN AcN Act Prt Preempt eempt the the UETA?UETA?

If a state enacts the UETA without modifying it, the E-SIGN Act does not preempt it. The E-SIGN Act If a state enacts the UETA without modifying it, the E-SIGN Act does not preempt it. The E-SIGN Act preempts modified versions of the UETA to the extent that they are inconsistent with the E-SIGN Act. preempts modified versions of the UETA to the extent that they are inconsistent with the E-SIGN Act. 2.

2. Can tCan the he States States Enact Enact Alternative Alternative Procedures Procedures or or Requirements?Requirements?

Under the E-SIGN Act, states may enact alternative procedures or requirements for the use or Under the E-SIGN Act, states may enact alternative procedures or requirements for the use or acceptance of e-records or e-signatures if—

acceptance of e-records or e-signatures if— a.

a. The procedures or requirements are consistent with the E-SIGN Act.The procedures or requirements are consistent with the E-SIGN Act. b.

b. The procedures do not give greater legal effect to any specific type of technology.The procedures do not give greater legal effect to any specific type of technology. c.

c. The state law refers to the E-SIGN Act if the state adopts the alternative after the enactment of The state law refers to the E-SIGN Act if the state adopts the alternative after the enactment of the E-SIGN Act.

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C.

C. HHIGHLIGHTSIGHLIGHTS OFOF THETHEUETAUETA

Individual state versions of the UETA as enacted may vary. Individual state versions of the UETA as enacted may vary. 1.

1. The PartiThe Parties Must es Must Agree to Agree to Conduct Conduct Their TransTheir Transaction Elaction Electronicallyectronically

This agreement may be implied by the circumstances and the parties’ conduct (for example, giving This agreement may be implied by the circumstances and the parties’ conduct (for example, giving out a business card with an e-mail address on it). Consent may also be withdrawn.

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2.

2. PartiParties es Can Can “Opt “Opt Out”Out”

Parties can waive or vary any or all of the UETA, but the UETA applies in the absence of an Parties can waive or vary any or all of the UETA, but the UETA applies in the absence of an agreement to the contrary.

agreement to the contrary. 3.

3. AttAttribributiutionon The

The effeffect ect of of an an e-re-rececord ord in in a a tratransansactiction on is is detdetermermineined d frofrom m its its concontextext t and and circircucumstmstancances.es. Attribution refers to the identification of a party.

Attribution refers to the identification of a party. a.

a. NamNames es and and “Si“Signagnaturtures”es”

A person’s name is not necessary to give effect to an e-record, but if, for example, a person types A person’s name is not necessary to give effect to an e-record, but if, for example, a person types his or her name at the bottom of an e-mail purchase order, that typing qualifies as a “signature” his or her name at the bottom of an e-mail purchase order, that typing qualifies as a “signature” and is attributed to the person.

and is attributed to the person. b.

b. ReRelelevavant nt EvEvididenencece

Any relevant evidence can prove that an e-record or e-signature is, or is not, attributable to a Any relevant evidence can prove that an e-record or e-signature is, or is not, attributable to a certain person.

certain person. c.

c. IssIssues ues AriArisising ng outoutsiside de the the UETUETAA

State laws other than the UETA apply to issues that relate to agency, authority, forgery, or State laws other than the UETA apply to issues that relate to agency, authority, forgery, or contract formation.

contract formation. 4.

4. NotNotariarizatzationion

A document can be notarized by a notary’s e-signature. A document can be notarized by a notary’s e-signature. 5.

5. The The EffEffect ect of of ErrErrorsors

If the parties agree to a security procedure and one party does not detect an error because it did not If the parties agree to a security procedure and one party does not detect an error because it did not follow the procedure, the conforming party can avoid the effect of the error [UETA 10].

follow the procedure, the conforming party can avoid the effect of the error [UETA 10]. a.

a. When When OtheOther Str State ate Laws Laws DeteDeterminrmine the the Efe Effect fect of of an Ean Errorrror

Other state laws determine the effect if the parties do not agree on a security procedure. Other state laws determine the effect if the parties do not agree on a security procedure. b.

b. To To AvoAvoid id the the EffEffect ect of of an an ErrErroror

A party must (1) promptly notify the other party of the error and of his or her intent not to be A party must (1) promptly notify the other party of the error and of his or her intent not to be bound by it and (2) take reasonable steps to return any benefit or consideration received. If bound by it and (2) take reasonable steps to return any benefit or consideration received. If

restitution cannot be made, the transaction may be unavoidable. restitution cannot be made, the transaction may be unavoidable. 6.

6. TiTimimingng a.

a. WheWhen n Is Is an an E-RE-Recoecord rd “Se“Sent”nt”??

When it is directed from the sender’s place of business to the intended recipient in a form When it is directed from the sender’s place of business to the intended recipient in a form readable by the recipient’s computer at the recipient’s place of business with the closest relation readable by the recipient’s computer at the recipient’s place of business with the closest relation to the deal (or either party’s residence, if there is no place of business). Once an e-record leaves to the deal (or either party’s residence, if there is no place of business). Once an e-record leaves the sender’s control or comes under the recipient’s control, it is sent.

the sender’s control or comes under the recipient’s control, it is sent. b.

b. When When Is Is an an E-RecE-Record ord “Rece“Received”ived”??

When it enters the recipient’s processing system in a readable form—even if no person is aware When it enters the recipient’s processing system in a readable form—even if no person is aware of its receipt [UETA 15].

of its receipt [UETA 15].

T

RUERUE

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ALSEALSE

Q

UESTIONSUESTIONS

(Answers at the Back of the Book)

1.

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2.

2. A click-on agreement is normally enforced.A click-on agreement is normally enforced. 3.

3. State e-signature laws are not uniform.State e-signature laws are not uniform. 4.

4. Under federal law, a signature may be denied legal effect simply because it is in electronic form.Under federal law, a signature may be denied legal effect simply because it is in electronic form. 5.

5. The Uniform Electronic Transactions Act (UETA) is a federal law.The Uniform Electronic Transactions Act (UETA) is a federal law. 6.

6. The UETA does not apply to a transaction unless the parties agree to apply it.The UETA does not apply to a transaction unless the parties agree to apply it. 7.

7. Under the UETA, a person’s name is not necessary to give effect to an electronic record.Under the UETA, a person’s name is not necessary to give effect to an electronic record. 8.

8. Under the UETA, a contract is enforceable even if it is in electronic form.Under the UETA, a contract is enforceable even if it is in electronic form. 9.

9. An e-record is considered received under the UETA only if a person is aware of its receipt.An e-record is considered received under the UETA only if a person is aware of its receipt. 10.

10. Under the UETA, once an e-record leaves the sender’s control or comes under the recipient’s control, it isUnder the UETA, once an e-record leaves the sender’s control or comes under the recipient’s control, it is sent.

sent.

F

ILLILL

--

ININ

Q

UESTIONSUESTIONS

(Answers at the Back of the Book)

Parties __________________

Parties __________________ (must/need not) participate in e-commerc(must/need not) participate in e-commerce to make binding contracts, according toe to make binding contracts, according to the UETA. E-rec

the UETA. E-records are valid under the ords are valid under the _________________________________ (E-SIGN Act only/UE_ (E-SIGN Act only/UETA only/E-TA only/E-SIGN Act and theSIGN Act and the UETA)

UETA). . TheThe UETA supports all e-transactions, _________________ (and creates/ but does not create) rules for them.UETA supports all e-transactions, _________________ (and creates/ but does not create) rules for them. The

The UETA __________________ UETA __________________ (applies/ does not apply) unless contracting parties agree (applies/ does not apply) unless contracting parties agree to use e-commerce in theirto use e-commerce in their transactions.

transactions.

M

ULTIPLEULTIPLE

-C

HOICEHOICE

Q

UESTIONSUESTIONS

(Answers at the Back of the Book)

1.

1. Alpha Corporation attempts to enter into shrink-wrap agreements with buyers of its products. A shrink-Alpha Corporation attempts to enter into wrap agreements with buyers of its products. A shrink-wrap agreement is an agreement whose terms are expressed

wrap agreement is an agreement whose terms are expressed a.

a. in cin code aode at the t the end end of a of a compucomputer prter program.ogram. b.

b. insiinside a bde a box in wox in which a hich a producproduct is pact is packagedkaged.. c.

c. in smalin small print l print at the at the end of end of a paper a paper contract signed contract signed by both by both parties.parties. d.

d. on on a a compucomputer ter screescreen.n. 2.

2. BeBeta, ta, IncInc., ., incincludludes es a a shrshrinkink-wr-wrap ap agragreemeement ent witwith h its its prodproducucts. ts. A A coucourt rt wouwould ld liklikely ely enfenforcorce e thithiss agreement if a buyer used the product

agreement if a buyer used the product a.

a. afteafter havir having had ng had an oppan opportuniortunity to rety to read the ad the agreagreementement.. b.

b. before before having having had an had an opportunity to opportunity to read read the athe agreement.greement. c.

c. only only after after actuaactually lly readireading thng the ae agreemgreement.ent. d.

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3.

3. Gamma Company agrees to sell software to Holly from Gamma’s Web site. To complete the deal, HollyGamma Company agrees to sell software to Holly from Gamma’s Web site. To complete the deal, Holly clicks on a button that, with reference to certain terms, states, “I agree.” The parties have

clicks on a button that, with reference to certain terms, states, “I agree.” The parties have a.

a. a bina binding ding contraccontract that t that does ndoes not inot includclude the te the terms.erms. b.

b. a binding a binding contract that icontract that includes only ncludes only the terms the terms to which to which Holly lateHolly later agrees.r agrees. c.

c. a bia binding nding contraccontract tht that iat incluncludes des the the termsterms.. d.

d. no no concontractract.t. 4.

4. Local Delivery Company and Regional Trucking, Inc., attempt to enter into a contract in electronic form.Local Delivery Company and Regional Trucking, Inc., attempt to enter into a contract in electronic form. Under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), because this Under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), because this contract is in electronic form, it

contract is in electronic form, it a.

a. may may be be deniedenied ld legal egal effeeffect.ct. b.

b. may may not not be dbe denieenied led legal gal effeeffect.ct. c.

c. will will be lbe limiteimited td to co certaiertain ten terms.rms. d.

d. will will not not be be enforenforced.ced. 5.

5. International Investments, Inc., enters into contracts in e-commerce and in traditional commerce. TheInternational Investments, Inc., enters into contracts in e-commerce and in traditional commerce. The UETA applies, if at all, only to those transactions in which the parties agree to use

UETA applies, if at all, only to those transactions in which the parties agree to use a.

a. e-e-comcommermerce.ce. b.

b. traditraditionational l commecommerce.rce. c.

c. e-coe-commercmmerce e or or traditraditional tional commecommerce.rce. d.

d. nonnone e of of the the aboabove.ve. 6.

6. American Sales Company and B2C Corporation enter into a contract over the Internet. The contract saysAmerican Sales Company and B2C Corporation enter into a contract over the Internet. The contract says nothing about the UETA. The UETA applies to

nothing about the UETA. The UETA applies to a.

a. none none of of the the contracontract.ct. b.

b. only only the part the part of the of the contract thacontract that does t does not involnot involve cve computer infomputer information.ormation. c.

c. only only the the part of part of the the contract contract that that involves involves computer computer information.information. d.

d. the the entirentire e contracontract.ct. 7.

7. Digital Tech, Inc., e-mails an e-record, as part of a business deal, to E-Engineering Corporation. Under theDigital Tech, Inc., e-mails an e-record, as part of a business deal, to E-Engineering Corporation. Under the UETA, an e-record is considered sent

UETA, an e-record is considered sent a.

a. only only when when it lit leaveeaves the s the sendesender’s cr’s control.ontrol. b.

b. only only when when it it comes comes under under the the recipient’s recipient’s control.control. c.

c. when when it leaveit leaves the s the sender’s control sender’s control or comes or comes under the under the recipient’s recipient’s control.control. d.

d. when when it is it is midway bmidway between etween the sendethe sender and r and recipient.recipient. 8.

8. New Software, Inc. (NSI), and Open Source Company (OSC) agree to follow a certain security procedureNew Software, Inc. (NSI), and Open Source Company (OSC) agree to follow a certain security procedure in transacting business. NSI fails to follow the procedure and, for this reason, does not detect an error in in transacting business. NSI fails to follow the procedure and, for this reason, does not detect an error in its deal with OSC. OSC can avoid the effect of the error

its deal with OSC. OSC can avoid the effect of the error a.

a. only if only if NSI’s nNSI’s name is ame is affixed affixed to the to the e-record e-record evidencing evidencing the error.the error. b.

b. only if only if OSC takes OSC takes reasonable steps reasonable steps to return to return any benefany benefit or consideit or consideration receiveration received.d. c.

c. undeunder r any any circucircumstancmstances.es. d.

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9.

9. First Financial Corporation and Great Applications, Inc., enter into a contract that falls under the UETA.First Financial Corporation and Great Applications, Inc., enter into a contract that falls under the UETA. The UETA covers contracts that are also covered by

The UETA covers contracts that are also covered by a.

a. laws laws govergoverning ning willwills and s and trusts trusts only.only. b.

b. the the UnifUniform orm CommeCommercial rcial Code Code only.only. c.

c. the the Uniform Uniform Commercial Commercial Information Information Transactions Transactions Act Act only.only. d.

d. nonnone e of of the the aboabove.ve. 10.

10. Delta Company and Epsilon, Inc., engage in e-commerce without expressly opting in or out of the UETA.Delta Company and Epsilon, Inc., engage in e-commerce without expressly opting in or out of the UETA. The UETA covers

The UETA covers a.

a. none none of of the the contracontract.ct. b.

b. only only the the part of part of the the contract contract that that does does not innot involve volve e-commerce.e-commerce. c.

c. only only the the part of part of the the contract contract that that involves involves e-signatures.e-signatures. d.

d. the the entirentire e contracontract.ct.

S

HORTHORT

E

SSAYSSAY

Q

UESTIONSUESTIONS

1.

1. Are shrink-wrap and click-on agreements enforceable?Are shrink-wrap and click-on agreements enforceable? 2.

2. What are some of the provisions of the UETA?What are some of the provisions of the UETA?

II

SSUESSUE

S

POTTERSPOTTERS

(Answers at the Back of the Book)

1.

1. Applied Products, Inc., does business with Best Suppliers, Inc., online. Under the UETA, what determines theApplied Products, Inc., does business with Best Suppliers, Inc., online. Under the UETA, what determines the effect of the electronic documents evidencing the parties’ deal? Is a party’s “signature” necessary?

effect of the electronic documents evidencing the parties’ deal? Is a party’s “signature” necessary? 2.

2. Technical Support, Inc., and United Services Corporation enter into a contract that may be subject to the E-SIGNTechnical Support, Inc., and United Services Corporation enter into a contract that may be subject to the E-SIGN Act and the UETA. Does one of these statutes take precedence over the other?

Act and the UETA. Does one of these statutes take precedence over the other? 3.

3. Computer Applications Corporation and Digitized Data, Inc., agree to a contract in e-commerce. Assuming theComputer Applications Corporation and Digitized Data, Inc., agree to a contract in e-commerce. Assuming the deal falls under the UETA, what effect might the UETA have in this situation?

deal falls under the UETA, what effect might the UETA have in this situation?

C

UMULATIVEUMULATIVE

H

YPOTHETICALYPOTHETICAL

P

ROBLEMROBLEM FOR

FOR

U

NITNIT

T

WOWO

—I

NCLUDINGNCLUDING

C

HAPTERSHAPTERS

8–14

(Answers at the Back of the Book)

Doe &

Doe & Roe is Roe is a a smasmall ll accaccounountinting g firfirm m thathat t proprovidvides es boobookkekkeepieping, ng, paypayrollroll, , and tax and tax serservicvices es for for smasmallll businesses. Java, Inc., is a small manufacturing firm, making and selling commercial espresso machines.

businesses. Java, Inc., is a small manufacturing firm, making and selling commercial espresso machines. 1.

1. Java sends e-mail to Doe & Roe, offering to contract for Doe & Roe’s services for a certain price. The offerJava sends e-mail to Doe & Roe, offering to contract for Doe & Roe’s services for a certain price. The offer is sent on June 1 and is seen by Doe on June 2. The offer states that it will be open until July 1. This offer is sent on June 1 and is seen by Doe on June 2. The offer states that it will be open until July 1. This offer a.

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b.

b. cannot bcannot be ree revoked bevoked because cause it iit is an s an option coption contract.ontract. c.

c. coulcould havd have bee been reen revoked voked only bonly before efore Doe sDoe saw itaw it.. d.

d. may be may be revokerevoked any tid any time befme before it iore it is acces accepted.pted. 2.

2. Java and Doe & Roe discuss terms for a contract, but nothing is put in writing. If a dispute develops later,Java and Doe & Roe discuss terms for a contract, but nothing is put in writing. If a dispute develops later, and one party files a suit against the other, alleging breach of contract, the court will determine whether and one party files a suit against the other, alleging breach of contract, the court will determine whether or not there is a contract between the parties by looking at

or not there is a contract between the parties by looking at a.

a. the the fairnfairness ess of of the the circucircumstancmstances.es. b.

b. the the offeofferee’s ree’s subjsubjective ective intenintent.t. c.

c. the the partieparties’ s’ objecobjective tive inteintent.nt. d.

d. the the partieparties’ s’ subjesubjective ctive intenintent.t. 3.

3. Java and Doe & Roe sign a written contract for Doe & Roe’s services. The contract includes a largeJava and Doe & Roe sign a written contract for Doe & Roe’s services. The contract includes a large arithmetical error.

arithmetical error. Java later files a breJava later files a breach of contract suit against Doe & Roe, which asserts the miach of contract suit against Doe & Roe, which asserts the mistakestake as a defense. Doe & Roe will win

as a defense. Doe & Roe will win a.

a. if if Java Java wrote wrote the the contrcontract.act. b.

b. if if the mithe mistake wstake was unilas unilateral ateral and Jaand Java knew va knew it.it. c.

c. only only if the if the mistakmistake was e was due tdue to Javao Java’s ne’s negligegligence.nce. d.

d. only only if tif the he mistakmistake we was muas mutual.tual. 4.

4. Java and Doe & Roe sign a written contract for Doe & Roe’s services. Java later files a breach of contractJava and Doe & Roe sign a written contract for Doe & Roe’s services. Java later files a breach of contract suit against Doe & Roe. Doe & Roe could avoid liability on the contract if

suit against Doe & Roe. Doe & Roe could avoid liability on the contract if a.

a. the the contracontract ct has has been been assigassigned.ned. b.

b. there there is is an uan unexecuted nexecuted accord accord between between the the parties.parties. c.

c. Java Java has has been been dischdischarged arged by a by a novatnovation.ion. d.

(10)

5.

5. Java and Doe & Roe sign a written contract for Doe & Roe’s services. Java later files a suit against Doe &Java and Doe & Roe sign a written contract for Doe & Roe’s services. Java later files a suit against Doe & Roe. Doe & Roe is held to be in breach of contract. The court is most likely to grant relief to Java in the Roe. Doe & Roe is held to be in breach of contract. The court is most likely to grant relief to Java in the form of

form of a.

a. dadamamageges.s. b.

b. specispecific fic perfoperformancrmance.e. c.

c. damagedamages s and and specispecific fic perfoperformancrmance.e. d.

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(Answers at the Back of the Book)

1.

1. A A ConConnecnecticticut ut stastate te stastatuttute e proprovidvides es thathat t a a preprenupnuptiatial l agragreemeement ent is is not not enfenforcorceabeable le if, if, befbefore ore itsits execution, either party does not receive a “fair and reasonable disclosure” of the other’s property, execution, either party does not receive a “fair and reasonable disclosure” of the other’s property, financial obligations, and income. According to the majority in the

financial obligations, and income. According to the majority in the FriezoFriezo case, thiscase, this a.

a. includes includes extraneous extraneous factors sucfactors such as h as the tthe timing iming of the of the disclosure.disclosure. b.

b. refers refers to the to the nature, enature, extent, and xtent, and accuracy of accuracy of the infthe information disclosed.ormation disclosed. c.

c. mandamandates thtes that the at the discldisclosure bosure be exae exact and ct and preciprecise.se. d.

d. requires the requires the disclosure of disclosure of income and income and assets but assets but not financinot financial liabilial liabilities.ties. 2.

2. In theIn the FriezoFriezo case, with respect to the enforceability of the prenuptial agreement at issue, the majoritycase, with respect to the enforceability of the prenuptial agreement at issue, the majority cited as a significant factor that

cited as a significant factor that a.

a. the prospective the prospective husband acknowlhusband acknowledged in edged in the agreementhe agreement that he t that he had examinehad examined it and it and understood it.d understood it. b.

b. the prospethe prospectictive ve hushusbanband d had consihad considerderablable e finfinancancial ial expexperieriencence e and and spespent nt mucmuch h timtime e dradraftifting ng thethe prenuptial agreement.

prenuptial agreement. c.

c. the prospective the prospective wife wife acknowledged iacknowledged in the n the agreement that agreement that she had eshe had examined it xamined it and understood and understood it.it. d.

d. the prospective wthe prospective wife had life had little time ittle time to evaluate to evaluate the agreement the agreement and lacked and lacked financial experiefinancial experience.nce. 3.

3. In theIn the FriezoFriezo case, with respect to the enforceability of the prenuptial agreement at issue, the dissent citedcase, with respect to the enforceability of the prenuptial agreement at issue, the dissent cited as a significant factor that

as a significant factor that a.

a. the prospective the prospective husband acknowlhusband acknowledged in edged in the agreementhe agreement that he t that he had examinehad examined it and it and understood it.d understood it. b.

b. the prospethe prospectictive ve hushusbanband d had consihad considerderablable e finfinancancial ial expexperieriencence e and and spespent nt mucmuch h timtime e dradraftifting ng thethe prenuptial agreement.

prenuptial agreement. c.

c. the prospective the prospective wife wife acknowledged iacknowledged in the n the agreement that agreement that she had eshe had examined it xamined it and understood and understood it.it. d.

d. the prospective wthe prospective wife had life had little time ittle time to evaluate to evaluate the agreement the agreement and lacked and lacked financial experiefinancial experience.nce.

From book website From book website

(11)

An

An e-contract

e-contract can be defined as:

can be defined as:

a.

any contract formed between merchants involved in e-commerce, regardless of whether the

contract is formed online or offline.

b.

b. any contract form

any contract formed electronically, such

ed electronically, such as over the

as over the Internet.

Internet.

c.

c. an electronic cont

an electronic contract formed

ract formed between merchants

between merchants only.

only.

d.

d. an electronic contract

an electronic contract formed between a mer

formed between a merchant and a consumer.

chant and a consumer.

status: correct (1.0)

correct:

correct: b

b

your answer:

your answer: b

b

feedback:

feedback: Correct. An e-contract is one that is formed electronically. Typically, the term is used to

Correct. An e-contract is one that is formed electronically. Typically, the term is used to

refer to contracts formed via the Internet.

2 2 With respect to online offers, an important rule for a seller to

With respect to online offers, an important rule for a seller to keep in mind is that:

keep in mind is that:

a.

a. buyer

buyers never read onl

s never read online offe

ine offers.

rs.

b.

b. the offeror control

the offeror controls the offer

s the offer and thus the r

and thus the resulting contract.

esulting contract.

c.

c. the offeree controls

the offeree controls the offer and

the offer and thus the resul

thus the resulting contract.

ting contract.

d.

the full text of an offer should never

the full text of an offer should never be displayed online because this will limit the seller's

be displayed online because this will limit the seller's

ability to change the offer.

status: correct (1.0)

correct:

correct: b

b

your answer:

your answer: b

b

feedback:

feedback: Correct. The seller should make sure, when drafting the offer, to include the terms that he

Correct. The seller should make sure, when drafting the offer, to include the terms that he

or she wants to be contained in the resulting contract.

3 3 A forum-selection clause indicates:

A forum-selection clause indicates:

a.

a. the location for the resolut

the location for the resolution of any dispute aris

ion of any dispute arising under the contract.

ing under the contract.

b.

b. the specific court

the specific court in which arbitr

in which arbitration proceedings will

ation proceedings will be held.

be held.

c.

c. which state or nation's law

which state or nation's laws will govern any dispute

s will govern any dispute that arises under the contr

that arises under the contract.

act.

d.

that a

that a force majeure

force majeure will excuse the parties from showing up

will excuse the parties from showing up at the dispute-resolution forum if

at the dispute-resolution forum if

a dispute arises under the contract.

status: correct (1.0)

correct:

correct: a

a

your answer:

your answer: a

a

feedback:

feedback: Correct. This is what a forum-selection clause indicates.

Correct. This is what a forum-selection clause indicates.

4

(12)

Quiz from class Quiz from class

Question

1

1 1 out of 1 points

1 out of 1 points

The terms in a

The terms in a click-on

click-on agreement may be enforced if they are construed as parts of a

agreement may be enforced if they are construed as parts of a

contract.

Se

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lect

cted

ed An

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swer

er:: Tr

True

ue

C

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orrrreecct A

t An

nssw

weerr::

T

Trru

uee

Question

2

2 1 out of 1 points

1 out of 1 points

Under federal law, an e-document is as valid as a paper document, without exceptions.

Se

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lect

cted

ed An

Answ

swer

er:: Fa

Fals

lsee

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weerr::

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Faallssee

Question

3

3 1 out of 1 points

1 out of 1 points

Integrity Manufacturing, Inc., and Jiffy Delivery Service make a deal ov

Integrity Manufacturing, Inc., and Jiffy Delivery Service make a deal ov er the Internet that

er the Internet that

involves e-documents. Under the E-SIGN Act, for an e-document to be enforceable, it must

be in a form that can be

Sel

Select

ected

ed Ans

Answer

wer:

:

acc

accura

uratel

tely

y rep

reprod

roduced

uced and

and ret

retain

ained.

ed.

Co

Corr

rrec

ect

t An

Answ

swer

er:

:

ac

accur

curat

atel

ely

y re

repr

prod

oduce

uced

d an

and

d re

reta

tain

ined

ed..

Question

4

4 1 out of 1 points

1 out of 1 points

Dina buys from E-Things, Inc., a product that

Dina buys from E-Things, Inc., a product that includes a shrink-wrap agreement. A dispute

includes a shrink-wrap agreement. A dispute

arises, and E-Things files a suit against Dina. The

arises, and E-Things files a suit against Dina. The court will enforce the agreement if Dina

court will enforce the agreement if Dina

used the product

Sel

Select

ected A

ed Answ

nswer:

er:

aft

after

er havi

having

ng had

had an

an oppo

opportu

rtunit

nity t

y to r

o read

ead the

the agr

agreem

eement

ent..

Cor

Correc

rect

t Ans

Answer

wer:

:

aft

after

er havi

having

ng had

had an

an oppo

opportu

rtunit

nity

y to

to rea

read

d the

the agr

agreem

eement

ent..

Question

5

5 1 out of 1 points

1 out of 1 points

Parties cannot opt out of the UETA.

Se

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lect

cted

ed An

Answ

swer

er:: Fa

Fals

lsee

C

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t An

Anssw

weerr::

F

Faallssee

Question

6

6 1 out of 1 points

1 out of 1 points

Eagle Oil Company and Federated Re

Eagle Oil Company and Federated Refining, Inc., attempt to enter into a

fining, Inc., attempt to enter into a contract in

contract in

electronic form. Under the Electronic Signatures in Global and

electronic form. Under the Electronic Signatures in Global and National Commerce (E-

National Commerce

(E-SIGN) Act, solely because this contract is in electronic form, it

(13)

Se

Sele

lect

cted

ed An

Answ

swer

er:

:

ma

may

y no

not

t be

be de

deni

nied

ed le

legal

gal ef

effe

fect

ct..

Co

Corr

rrec

ect

t An

Answ

swer

er:

:

ma

may

y no

not

t be

be de

deni

nied

ed le

lega

gal

l ef

effe

fect

ct..

Question

7

7 1 out of 1 points

1 out of 1 points

In e-transactions,

In e-transactions, attribution

attribution refers to procedures that may be used to

refers to procedures that may be used to ensure that a person

ensure that a person

sending an e-record is the same

sending an e-record is the same person whose e-signature accompanies the record.

person whose e-signature accompanies the record.

Se

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lect

cted

ed An

Answ

swer

er:: Tr

True

ue

C

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orrrreecct A

t An

nssw

weerr::

T

Trru

uee

Question

8

8 1 out of 1 points

1 out of 1 points

Under the UETA, a contract solely in electronic form is enforceable.

Se

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lect

cted

ed An

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swer

er:: Tr

True

ue

C

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weerr::

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uee

Question

9

9 0 out of 1 points

0 out of 1 points

In Case 14.2,

In Case 14.2, Specht v. Netscape Communications Corp.

Specht v. Netscape Communications Corp., the court held that because the

, the court held that because the

plaintiffs did not expressly assent to the terms of the contract, they

Sel

Select

ected A

ed Answ

nswer:

er:

mus

must s

t stop

top usi

using

ng the

the pro

product

duct down

downloa

loaded

ded fro

from t

m the d

he defe

efendan

ndant.

t.

Co

Corr

rrec

ect

t An

Answ

swer

er:

:

ne

need

ed no

not

t su

subm

bmit

it to

to ar

arbi

bitr

trat

atio

ion.

n.

Question

10

10 1 out of 1 points

1 out of 1 points

A contract, to be enforced,

A contract, to be enforced, may require the signature of the party against whom

may require the signature of the party against whom

enforcement is sought.

Se

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lect

cted

ed An

Answ

swer

er:: Tr

True

ue

C

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orrrreecct A

t An

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weerr::

T

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uee

Question

11

11 0 out of 1 points

0 out of 1 points

Under federal law, an e-signature is as

Under federal law, an e-signature is as valid as a signature on paper,

valid as a signature on paper, without exceptions.

without exceptions.

Se

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lect

cted

ed An

Answ

swer

er:: Tr

True

ue

C

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orrrreecct

t A

An

nssw

weerr::

F

Faallssee

Question

12

12 1 out of 1 points

1 out of 1 points

First Design Corporation, a business firm, and Gary, a consumer, make

First Design Corporation, a business firm, and Gary, a consumer, make a deal over the

a deal over the

Internet that involves e-signatures. Under the E-SIGN Act, for the e-signatures to be

(14)

enforceable

Sel

Select

ected

ed Ans

Answer

wer:

:

bot

both

h par

partie

ties

s mus

must

t have

have agr

agreed

eed to

to use

use e-s

e-sign

ignatu

atures

res..

Co

Corr

rrec

ect A

t Ans

nswe

wer:

r:

bot

both p

h par

arti

ties

es mu

must

st ha

have

ve ag

agre

reed

ed to

to us

use e

e e-s

-sig

igna

natu

ture

res.

s.

Question

13

13 0 out of 1 points

0 out of 1 points

Select Food Company and Tasty Goods, Inc., enter into a contract that the UETA covers.

The UETA covers issues relating to

Selected

Answer:

contract formation only.

Co

Corr

rrec

ect

t An

Answ

swer

er:

:

ne

neit

ither

her ag

agenc

ency

y no

nor

r co

cont

ntra

ract

ct fo

form

rmat

atio

ion.

n.

Question

14

14 1 out of 1 points

1 out of 1 points

National Shipping Corporation and Office Software Company (OSC) make a

National Shipping Corporation and Office Software Company (OSC) make a deal for

deal for

OSCs products, communicating entirely online. Under the UETA, an electronic record is

considered sent

Selected

Answer:

when it leaves the sender's control or comes

when it leaves the sender's control or comes into the recipient's

into the recipient's

control.

Cor

Correc

rect A

t Answ

nswer:

er:

whe

when i

n it

t lea

leaves

ves the

the sen

sender

der's

's con

contro

trol o

l or

r com

comes

es int

into t

o the

he rec

recipi

ipient

ent's

's

control.

Question

15

15 0 out of 1 points

0 out of 1 points

The UETA requires that an agreement to conduct a transaction

The UETA requires that an agreement to conduct a transaction electronically

electronically be made

be made

electronically

electronically..

Se

Sele

lect

cted

ed An

Answ

swer

er:: Tr

True

ue

C

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orrrreecct

t A

An

nssw

weerr::

F

Faallssee

Question

16

16 1 out of 1 points

1 out of 1 points

A shrink-wrap agreement is normally enforceable.

Se

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cted

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swer

er:: Tr

True

ue

C

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Question

17

17 1 out of 1 points

1 out of 1 points

The UETA requires the use of

The UETA requires the use of security procedures to verify changes to e-documents.

security procedures to verify changes to e-documents.

Se

(15)

C

Co

orrrreecct

t A

An

nssw

weerr::

F

Faallssee

Question

18

18 1 out of 1 points

1 out of 1 points

All of the terms presented in shrink-wrap agreements have

All of the terms presented in shrink-wrap agreements have been enforced.

been enforced.

Se

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lect

cted

ed An

Answ

swer

er:: Fa

Fals

lsee

C

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t A

An

nssw

weerr::

F

Faallssee

Question

19

19 1 out of 1 points

1 out of 1 points

Under the UETA, a signature may b

Under the UETA, a signature may be denied legal effect solely because

e denied legal effect solely because it is in electronic

it is in electronic

form.

Se

Sele

lect

cted

ed An

Answ

swer

er:: Fa

Fals

lsee

C

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An

nssw

weerr::

F

Faallssee

Question

20

20 1 out of 1 points

1 out of 1 points

Applications Corporation (AC) sends an electronic record to Best Systems, Inc., an AC

customer. Under the UETA, the record will be considered received when it

Selected

Answer:

enters Best's processing system in a readable form, even if no

enters Best's processing system in a readable form, even if no person

person

is aware of its receipt.

Correct

Answer:

enters Best's processing system in a readable form, even if no

enters Best's processing system in a readable form, even if no person

person

is aware of its receipt.

E-Contracts

Top of Form Top of Form

//ssww//bbllaaww//bblltt//bblltt66 1010 yyeess yyeess yeyess iinnssttrruuccttoorr QuQuiiz z RReessuulltts s ffoorr Quiz Results for B

Quiz Results for B

Your Full Name: Your Full Name:

Your Email Address: (required) Your Email Address: (required)

The Email address of an instructor to

The Email address of an instructor to mail your quiz resultsmail your quiz results to:

to:

1. An e-contract can be defined 1. An e-contract can be defined as:as:

a. any contract formed between merchants involved in

a. any contract formed between merchants involved in e-commerce, regardless of whethere-commerce, regardless of whether the contract is formed online or

the contract is formed online or offline.offline.

b. any contract formed electronically, such as over the

(16)

c. an electronic contract formed between merchants only. c. an electronic contract formed between merchants only. d. an electronic contract formed between a

d. an electronic contract formed between a merchant and a consumer.merchant and a consumer. 2. With respect to online offers, an important rule for a seller to keep in mind is that: 2. With respect to online offers, an important rule for a seller to keep in mind is that:

a. buyers never read online offers. a. buyers never read online offers. b. the offeror controls the offer and

b. the offeror controls the offer and thus the resulting contract.thus the resulting contract. c. the offeree controls the offer a

c. the offeree controls the offer and thus the resulting contract.nd thus the resulting contract.

d. the full text of an offer should never be displayed online because this will limit the d. the full text of an offer should never be displayed online because this will limit the seller's ability to change the offer.

seller's ability to change the offer. 3. A forum-selection clause indicates: 3. A forum-selection clause indicates:

a. the location for

a. the location for the resolution of any dispute arising the resolution of any dispute arising under the contract.under the contract. b. the specific court in

b. the specific court in which arbitration proceedings will be held.which arbitration proceedings will be held. c. which state or nation's laws will

c. which state or nation's laws will govern any dispute that arises under the govern any dispute that arises under the contract.contract. d. that a

d. that a force majeureforce majeure will excuse the parties from showing up will excuse the parties from showing up at the dispute-resolutionat the dispute-resolution forum if a dispute

forum if a dispute arises under the contract.arises under the contract. 4. Typically, an online offer

4. Typically, an online offer provides that to accept the offer, provides that to accept the offer, the offeree must:the offeree must: a. sign the offer and return it to the offeror.

a. sign the offer and return it to the offeror. b. call the offeror and accept the offer by phone. b. call the offeror and accept the offer by phone.

c. agree to arbitrate any dispute arising under the contract in a court located in the c. agree to arbitrate any dispute arising under the contract in a court located in the offeror's state.

offeror's state.

d. click on an "I agree" or "I accept" icon or box on the computer screen. d. click on an "I agree" or "I accept" icon or box on the computer screen. 5. A shrink-wrap agreement is one whose terms are:

5. A shrink-wrap agreement is one whose terms are: a. disclosed on the outside

a. disclosed on the outside of a shrink-wrapped product so that the buyer of a shrink-wrapped product so that the buyer can review themcan review them before purchasing the product.

before purchasing the product.

b. typically favorable to the buyer so that the seller does not have to contend with b. typically favorable to the buyer so that the seller does not have to contend with returned, unwrapped packages.

returned, unwrapped packages.

c. found inside a box in which the goods are packaged. c. found inside a box in which the goods are packaged. d. an agreement wrapped in a plastic substance.

d. an agreement wrapped in a plastic substance. 6. In most cases, the parties

6. In most cases, the parties to a shrink-wrap agreement are:to a shrink-wrap agreement are: a. a manufacturer and a retailer.

a. a manufacturer and a retailer. b. a retailer

b. a retailer and a consumer who purchases the shrink-wrapped product.and a consumer who purchases the shrink-wrapped product. c. a consumer and another consumer.

c. a consumer and another consumer. d. a manufacturer and the

d. a manufacturer and the ultimate buyer-user of the shrink-wrapped product.ultimate buyer-user of the shrink-wrapped product. 7. The courts have

7. The courts have enforced shrink-wrap agreements:enforced shrink-wrap agreements: a. in many cases.

a. in many cases. b. in no cases. b. in no cases.

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c. in all cases. c. in all cases.

d. only in a few cases. d. only in a few cases.

8. If a court finds that a buyer learned of the shrink-wrap terms after the parties entered into a 8. If a court finds that a buyer learned of the shrink-wrap terms after the parties entered into a contract, the court might conclude that the terms were

contract, the court might conclude that the terms were proposals for additional terms that:proposals for additional terms that: a. automatically became part of the contract.

a. automatically became part of the contract. b. automatically made the contract void. b. automatically made the contract void. c. were not part of

c. were not part of the contract unless the seller expressly agreed to the contract unless the seller expressly agreed to them.them. d. were not part

d. were not part of the contract unless the buyer expressly agreed to of the contract unless the buyer expressly agreed to them.them. 9. With respect to the

9. With respect to the enforceability of terms in shrink-wrap agreements, one important considerationenforceability of terms in shrink-wrap agreements, one important consideration is:

is:

a. whether the buyer learned of

a. whether the buyer learned of the shrink-wrap terms before or after the parties the shrink-wrap terms before or after the parties enteredentered into a contract.

into a contract.

b. whether the buyer really wanted

b. whether the buyer really wanted to purchase the shrink-wrapped product.to purchase the shrink-wrapped product. c. the overall quality

c. the overall quality of the shrink-wrapped product.of the shrink-wrapped product. d. the durability of

d. the durability of the shrink-wrapped product.the shrink-wrapped product. 10. The issue in the case of

10. The issue in the case of Klocek v. Gateway, Inc.Klocek v. Gateway, Inc., had to do with the enforceability of:, had to do with the enforceability of: a. a forum-selection clause in a

a. a forum-selection clause in a shrink-wrap agreement.shrink-wrap agreement. b. an arbitration clause in

b. an arbitration clause in a shrink-wrap agreement.a shrink-wrap agreement. c. a click-on agreement.

c. a click-on agreement. d. a browse-wrap term. d. a browse-wrap term.

11. "Click-on" agreements, which arise when parties click Web site

11. "Click-on" agreements, which arise when parties click Web site boxes stating "I agree" or "Iboxes stating "I agree" or "I accept" with respect to the terms of an online offer, are:

accept" with respect to the terms of an online offer, are:

a. never enforceable, regardless of the circumstances. a. never enforceable, regardless of the circumstances. b. always enforceable, regardless of the

b. always enforceable, regardless of the circumstancescircumstances.. c. enforceable, depending on the circumstances.

c. enforceable, depending on the circumstances. d. enforceable, but only if

d. enforceable, but only if the buyers agree to their the buyers agree to their enforceability.enforceability. 12. In the case of

12. In the case of Caspi v. Microsoft Network, LLC Caspi v. Microsoft Network, LLC , the issue concerned:, the issue concerned: a. whether an arbitration clause

a. whether an arbitration clause in a click-on agreement was enforceable.in a click-on agreement was enforceable. b. whether a forum-selection clause contained in a

b. whether a forum-selection clause contained in a click-on agreement became part of theclick-on agreement became part of the parties' contract.

parties' contract.

c. whether a browse-wrap term in a

c. whether a browse-wrap term in a contract to purchase a computer was enforceable.contract to purchase a computer was enforceable. d. whether Microsoft had violated antitrust la

d. whether Microsoft had violated antitrust la ws.ws. 13. The difference between browse-wrap terms and terms in a

13. The difference between browse-wrap terms and terms in a click-on agreement is that browse-wrapclick-on agreement is that browse-wrap terms:

terms:

a. do not require

a. do not require an Internet user to assent to an Internet user to assent to the terms before downloading or usingthe terms before downloading or using certain software.

certain software.

b. require an Internet user to

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software. software.

c. are found only in

c. are found only in shrink-wrap agreements whereas click-on agreements are alwaysshrink-wrap agreements whereas click-on agreements are always formed online.

formed online.

d. are not found

d. are not found in shrink-wrap agreements, unlike click-on terms, which are always foundin shrink-wrap agreements, unlike click-on terms, which are always found in shrink-wrap agreements.

in shrink-wrap agreements. 14. The case of

14. The case of Specht v. Netscape Communications Corp.Specht v. Netscape Communications Corp. involved which of the following issues?involved which of the following issues? a. The enforceability of a

a. The enforceability of a shrink-wrap agreement.shrink-wrap agreement. b. The enforceability of an

b. The enforceability of an arbitration clause in a arbitration clause in a browse-wrap agreement.browse-wrap agreement. c. The enforceability of a

c. The enforceability of a forum-selection clause in a click-on agreement.forum-selection clause in a click-on agreement. d. The enforceability of an online offer.

d. The enforceability of an online offer. 15. Providing links on one's Web site

15. Providing links on one's Web site to others' Web pages:to others' Web pages: a. is always illegal.

a. is always illegal.

b. is legal, but only with the permission of the owners of the linked sites. b. is legal, but only with the permission of the owners of the linked sites. c. is legal and does not require permission.

c. is legal and does not require permission. d. is avoided by

d. is avoided by most online businesses to prevent lawsuits for trademark infringement.most online businesses to prevent lawsuits for trademark infringement. 16. E-signature technologies do

16. E-signature technologies do not not include which of the following?include which of the following? a. Digital signatures.

a. Digital signatures. b. Signature dynamics. b. Signature dynamics. c. Symmetric

c. Symmetric cryptosystemscryptosystems.. d. Smart cards.

d. Smart cards.

17. It can generally be said that: 17. It can generally be said that:

a. most states have laws

a. most states have laws governing e-signatures.governing e-signatures. b. only a few

b. only a few states have laws governing e-signatures.states have laws governing e-signatures.

c. the only law governing e-signatures in the United States today is the federal E-SIGN Act c. the only law governing e-signatures in the United States today is the federal E-SIGN Act of 2000.

of 2000.

d. no state has

d. no state has a law governing e-signatures.a law governing e-signatures. 18. The federal Electronic Signatures in Global

18. The federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act) of 2000and National Commerce Act (E-SIGN Act) of 2000 provides that:

provides that:

a. the act applies to all documents requiring signatures. a. the act applies to all documents requiring signatures. b. only agreements governed by the

b. only agreements governed by the Uniform Commercial Code (UCC) fall under the aUniform Commercial Code (UCC) fall under the a ct.ct. c. the act is a uniform law that must be adopted by the

c. the act is a uniform law that must be adopted by the states before it becomes effective.states before it becomes effective. d. no contract, record, or signature may be "denied legal effect" solely because it is in d. no contract, record, or signature may be "denied legal effect" solely because it is in electronic form.

electronic form.

19. A partnering agreement is one

19. A partnering agreement is one in which:in which:

a. a seller and a buyer who frequently do business with each other agree in advance on the a. a seller and a buyer who frequently do business with each other agree in advance on the terms and conditions that will apply to all transactions.

terms and conditions that will apply to all transactions. b. a seller and