The issue of the validity of Clickwrap License
刘春
【摘要】Author:Liu Chun,partner of Beijing Fangyuan Law Firm
SUMMARY: The explosive growth of computer industry and the internet, bring along a large demand of various kinds of software. Consequently, the phenomenal growth of the demand of software has posed many new challenges for law. The issue of the validity of clickwrap licenses is one of the most controversial ones. In order to solve this issue, people try to apply UCC to find the answer. Under the traditional contract law, clickwrap licenses fell in the requirements of the definition of contract and can be classified to contract of adhesion. But clickwrap licenses have the unique characteristics which can not be solved totally under UCC. Under this circumstance, UCITA came out. It becomes a controversial topic and has been adopted in only two states. Except Virginia and Maryland, most states still apply UCC to solve this issue. After reviewed the existing case law that addressed software licenses issues, it is clear that whether a court will hold a clickwrap license is valid or not is still uncertain. There is a trend that a court is likely to enforce the clickwrap licenses with restricted conditions.
My opinion: Software industry need efficient protection by law. Clickwrap licenses are determined by the electronic characteristics of the products, so they are not inherent wrong. I think Clickwrap licenses should be enforceable with strict restricted conditions. Clickwrap licenses are unenforceable unless: (1).the licensee
【关键词】contract，e-commerce，computer law，
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I appreciate the opportunity to introduce the issue of clickwrap licenses as well as other issues concerning clickwrap licenses.
At the beginning of my paper, I want to introduce the reason why it is necessary to address this issue generally. The explosive growth of computer industry and the internet, bring along a large demand of various kinds of software. The software industry in the United States is growing rapidly and has become a significant percentage of the economy. Consequently, the phenomenal growth of the demand of software has posed many new challenges for law. The issue of clickwrap licenses is one of the most controversial ones. At one hand, the producer of the software has invested a large amount of money to develop the software, thus they urge to ensure their reward. Clickwrap license is one of the ways they conceived to protect their interest. At the other hand, consumers’ right might have been invaded by the clickwrap licenses.
