The Uniform Computer Information Transactions Act: Ethical Issues in Software Contract Law


How, exactly, will UCITA affect software transactions? That is not an easy question to answer. UCITA deals only with contract law on the state level, but there are a number of other laws, such as federal copyright law, that must be understood if one is to grasp the full implications of UCITA. To simplify comprehension of UCITA's implications, it is best to look at the issues separately.

Software: Good or License?

When you buy a piece of software, are you giving money in exchange for ownership of that instance of software, or are you acquiring a license to use the software, which is intellectual property owned by the vendor? This is the fundamental question that is the basis for much of the controversy about UCITA. Implicit in UCITA is the idea that software transactions are sales of licenses; the consumer does not acquire ownership of any software when they buy it. UCITA proposes a comprehensive set of guidelines about how these contracts between vendor and customer should be viewed. While not providing many regulations on what specific terms can appear in these licenses, UCITA does affect what kinds of terms would be enforceable.

Consumer Rights

Because UCITA views software transactions as licenses, it would enable software vendors to put restrictions on the customer who buys the software and agrees to the license. For example, the vendor could disallow the customer from giving away copies of the software, or even prevent the customer from transferring the right to use the software to someone else. The vender could also deny all responsibility for damages caused the product, even if they were caused by known defects. Venders could even restrict what customers who agree to a license could say about their products. The power the vendor has over what is in the contract has the potential to threaten the rights of the consumer.


Hans Andersen, Jeff Raymakers, Jonathan Reichenthal
March 2001