Virginia Code 59.1-501.15: Variation by agreement; commercial practice
(a) The effect of any provision of this chapter, including an allocation of risk or imposition of a burden, may be varied by agreement of the parties.
Terms Used In Virginia Code 59.1-501.15
- Agreement: means the bargain of the parties in fact as found in their language or by implication from other circumstances, including course of performance, course of dealing, and usage of trade as provided in this chapter. See Virginia Code 59.1-501.2
- Consumer: means an individual who is a licensee of information or informational rights that the individual at the time of contracting intended to be used primarily for personal, family, or household purposes. See Virginia Code 59.1-501.2
- Electronic: means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. See Virginia Code 59.1-501.2
- Financier: means a person that provides a financial accommodation to a licensee under a financial accommodation contract and either (i) becomes a licensee for the purpose of transferring or sublicensing the license to the party to which the financial accommodation is provided or (ii) obtains a contractual right under the financial accommodation contract to preclude the licensee's use of the information or informational rights under a license in the event of breach of the financial accommodation contract. See Virginia Code 59.1-501.2
- Good faith: means honesty in fact and the observance of reasonable commercial standards of fair dealing. See Virginia Code 59.1-501.2
- License: means a contract that authorizes access to, or use, distribution, performance, modification, or reproduction of, information or informational rights, but expressly limits the access or uses authorized or expressly grants fewer than all rights in the information, whether or not the transferee has title to a licensed copy. See Virginia Code 59.1-501.2
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
(b) The following rules are not variable by agreement:
(1) Obligations of good faith, diligence, reasonableness, and care imposed by this chapter may not be disclaimed by agreement, but the parties by agreement may determine the standards by which the performance of the obligation is to be measured if the standards are not manifestly unreasonable;
(2) The limitations on enforceability imposed by unconscionability under § 59.1-501.11 and fundamental public policy under § 59.1-501.5 (b) may not be varied by agreement; and
(3) Limitations on enforceability of, or agreement to, a contract, term, or right expressly stated in the sections listed in the following subsections may not be varied by agreement except to the extent provided in each section:
(A) the limitations on agreed choice of law in § 59.1-501.9 (a);
(B) the limitations on agreed choice of forum in § 59.1-501.10;
(C) the requirements for manifesting assent in § 59.1-501.12 and opportunity for review in § 59.1-501.13:1;
(D) the limitations on enforceability in § 59.1-502.1;
(E) the limitations on a mass-market license in § 59.1-502.9;
(F) the consumer defense arising from an electronic error in § 59.1-502.14;
(G) the requirements for an enforceable term in §§ 59.1-503.3 (b), 59.1-503.7 (f), 59.1-504.6 (b) and (c), and 59.1-508.4 (a);
(H) the requirements of § 59.1-503.4 (b) (2);
(I) the limitations on a financier in §§ 59.1-505.7 through 59.1-505.11;
(J) the restrictions on altering the period of limitations in § 59.1-508.5 (a) and (b); and
(K) the limitations on self-help repossession in §§ 59.1-508.15 (b) and 59.1-508.16.
2004, c. 794.