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Shrinkwrap contracts or shrinkwrap licenses are
boilerplate contract A standard form contract (sometimes referred to as a ''contract of adhesion,'' a ''leonine contract'', a ''take-it-or-leave-it contract'', or a '' boilerplate contract'') is a contract between two parties, where the terms and conditions of the c ...
s packaged with products; usage of the product is deemed acceptance of the contract. Web-wrap, click-wrap and browse-wrap are related terms which refer to license agreements in software which is downloaded or used over the
internet The Internet (or internet) is the global system of interconnected computer networks that uses the Internet protocol suite (TCP/IP) to communicate between networks and devices. It is a '' network of networks'' that consists of private, pub ...
. A
software license A software license is a legal instrument (usually by way of contract law, with or without printed material) governing the use or redistribution of software. Under United States copyright law, all software is copyright protected, in both source ...
agreement is commonly called an
end user license agreement An end-user license agreement or EULA () is a legal contract between a software supplier and a customer or end-user, generally made available to the customer via a retailer acting as an intermediary. A EULA specifies in detail the rights and rest ...
(or EULA). The term 'Shrink Wrap' describes the shrink wrap plastic wrapping which coats software boxes or the terms and conditions which comes with products on delivery. Shrink wrap assertions are unsigned permit understandings which state that acknowledgement on the client of the terms of the assertion is demonstrated by opening the shrink wrap bundling or other bundling of the product, by utilisation of the product, or by some other determined instrument.


United States

The legal status of shrink wrap contracts in the US is somewhat unclear. In the 1980s, software license enforcement acts were enacted by
Louisiana Louisiana , group=pronunciation (French: ''La Louisiane'') is a state in the Deep South and South Central regions of the United States. It is the 20th-smallest by area and the 25th most populous of the 50 U.S. states. Louisiana is border ...
and Illinois in an attempt to address this issue, but parts of the Louisiana act were invalidated in ''
Vault Corp. v. Quaid Software Ltd. '' Vault Corporation v Quaid Software Ltd.'' 847 F.2d 255 (5th Cir. 1988) is a case heard by the United States Court of Appeals for the Fifth Circuit that tested the extent of software copyright. The court held that making RAM copies as an essen ...
'', and the Illinois act was quickly repealed. Case history also fails to clear up the confusion. One line of cases follows '' ProCD v. Zeidenberg'' which held such contracts enforceable (see, e.g., '' Bowers v. Baystate Technologies'') and the other follows ''Klocek v. Gateway, Inc.'', which found the contracts at hand unenforceable (e.g., ''
Specht v. Netscape Communications Corp. ''Specht v. Netscape'', 306 F.3d 17 (2d Cir. 2002),''Specht v. Netscape Communications Corp.''306 F.3d 17(2d Cir. 2002). is a ruling at the United States Court of Appeals for the Second Circuit regarding the enforceability of clickwrap software l ...
''), but did not comment on shrink wrap contracts as a whole. These decisions are split on the question of consent, with the former holding that only objective manifestation of consent is required while the latter require at least the possibility of subjective consent. In particular, the Netscape contract was rejected because it lacked an express indication of consent (no "I agree" button) and because the contract was not presented directly to the user (users were required to click on a link to access the terms). However, the court in this case did make it clear that "Reasonably conspicuous notice of the existence of contract terms and unambiguous manifestation of assent to those terms by consumers are essential if electronic bargaining is to have integrity and credibility." Specht, 306 F.3d 17.


See also

* '' Data General Corp. v. Digital Computer Controls, Inc.'' * '' SoftMan Products Co. v. Adobe Systems Inc.'' * '' Vernor v. Autodesk, Inc.'' *
Contract of adhesion A standard form contract (sometimes referred to as a ''contract of adhesion,'' a ''leonine contract'', a ''take-it-or-leave-it contract'', or a '' boilerplate contract'') is a contract between two parties, where the terms and conditions of the c ...
, another name for a "take it or leave it" contract


References


Further reading

* *
Intellectual Property and Contract Law for the Information Age
{{DEFAULTSORT:Shrink Wrap Contract Terms of service Contract law Computer law Software licenses