The issue of the validity of Clickwrap License -法搜-中国法律信息搜索网

　I. General introduce the terms of clickwrap
　When we talk about clickwrap licenses, we should introduce shrinkwrap licenses first. Shrinkwrap licenses are terms and conditions that accompany software when purchased. The licenses are printed on, or found within, a computer program package that is wrapped in cellophane, or "shrink wrap" plastic. These licenses are made known to the computer products purchaser only after the package is in hand, and often only after it has been opened. Clickwrap licenses are the offspring of "shrinkwrap" licenses. They are the electronic equivalent of shrinkwrap licenses. Clickwrap licenses are like shrinkwrap licenses except that they pop up on a screen before software can be installed on a computer or after a service is requested over the Internet. The essence of clickwrap licenses is that they prevent consumers from proceeding without clicking on an "I agree" or "I decline" button at the bottom of an agreement. Like its shrinkwrap counterpart, clickwrap licenses face a debate over their validity.
　II. The groundings of clickwrap license in tradition contract law
　We all know that Article two of the Uniform Commercial Code (UCC) provided the regulation of transactions in goods and leases. Someone argue that software licenses are simply a variation of a sales contract or lease, and should be governed by the UCC. Others hold that software transactions should not be governed by UCC and they propagandized the Uniform Computer Information Transactions Act (UCITA). In this part, I only talk about how to use the tradition contract law to handle the clickwrap licenses issue, then in the next part I will introduce the UCITA.
　A.The requirements of a contract
　Both shrinkwrap and clickwrap licenses are contracts, or at least are attempts at creating contracts, between the licensee and licensor. They contain the classic requisite elements of a contract: (1) the exchange of promises or offer and acceptance;(2) equally negotiate on the terms; (3) voluntary assent without duress.