Shrink-Wrap Agreement Clause Samples
A Shrink-Wrap Agreement is a type of contract that becomes effective when a consumer opens the packaging of a product, typically software or digital goods. The terms and conditions are usually included inside the packaging or displayed during installation, and by using or installing the product, the user is deemed to have accepted the agreement. This clause is commonly used to bind end-users to licensing terms without requiring a signed contract, thereby streamlining the distribution process and protecting the intellectual property rights of the provider.
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Shrink-Wrap Agreement. An agreement whose terms are expressed inside the box containing the goods, such that an offeree cannot make herself fully aware of the terms of her purchase until after she has purchased/leased the goods and opened the box. n Typically, shrink-wrap agreements indicate that the offeree must return the goods if she does not consent to be bound by the contract/license terms inside the box.
n Courts are generally receptive to shrink-wrap terms
(1) if the offeror presents the terms before the offeree has accepted,
(2) particularly where the exterior of the box or some other information provided to the offeree before she completes acceptance clearly indicates that the purchase/lease/license is subject to additional terms contained in the box or to be delivered with the goods, and
(3) the offeror gives the offeree adequate time to review the terms, inspect the goods, and decide whether to keep them and be bound.
n In many instances, a contract is unenforceable unless there is some writing, signed by the party against whom enforcement is sought, evidencing the contract. But, what does “signed” mean when a contract is formed electronically?