Virginia Code 59.1-501.5: Relation to federal law; fundamental public policy; transactions subject to other state law
(a) A provision of this chapter that is preempted by federal law is unenforceable to the extent of the preemption.
Terms Used In Virginia Code 59.1-501.5
- 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
- Computer: means an electronic device that accepts information in digital or similar form and manipulates it for a result based on a sequence of instructions. See Virginia Code 59.1-501.2
- Computer information: means information in electronic form that is obtained from or through the use of a computer or that is in a form capable of being processed by a computer. See Virginia Code 59.1-501.2
- Contract: A legal written agreement that becomes binding when signed.
- Contract: means the total legal obligation resulting from the parties' agreement as affected by this chapter and other applicable law. See Virginia Code 59.1-501.2
- Copy: means the medium on which information is fixed on a temporary or permanent basis and from which it can be perceived, reproduced, used, or communicated, either directly or with the aid of a machine or device. See Virginia Code 59.1-501.2
- Court: includes an arbitration or other dispute-resolution forum if the parties have agreed to use of that forum or its use is required by law. See Virginia Code 59.1-501.2
- Information: means data, text, images, sounds, mask works, or computer programs, including collections and compilations of them. See Virginia Code 59.1-501.2
- Licensee: means a person entitled by agreement to acquire or exercise rights in, or to have access to or use of, computer information under an agreement to which this chapter applies. See Virginia Code 59.1-501.2
- Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Virginia Code 59.1-501.2
- Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
(b) If a term of a contract violates a fundamental public policy, the court may refuse to enforce the contract, enforce the remainder of the contract without the impermissible term, or limit the application of the impermissible term so as to avoid a result contrary to public policy, in each case to the extent that the interest in enforcement is clearly outweighed by a public policy against enforcement of the term.
(c) In a transaction in which a copy of computer information in its final form is made generally available, a term of a contract is unenforceable to the extent that the term prohibits an end-user licensee from engaging in otherwise lawful public discussion relating to the computer information. However, this subsection does not preclude enforcement of a term that establishes or enforces rights under trade secret, trademark, defamation, commercial disparagement, or other laws. This subsection does not alter the applicability of subsection (b) to any term not rendered unenforceable under this subsection.
(d) This chapter does not apply to an intellectual property notice that is based solely on intellectual property rights and is not part of a contract. The effect of such a notice is determined by law other than this chapter.
(e) If a law of the Commonwealth in effect on the effective date of this chapter applies to a transaction governed by this chapter, the following rules apply:
(1) A requirement that a term, waiver, notice, or disclaimer be in a writing is satisfied by a record.
(2) A requirement that a record, writing, or term be signed is satisfied by an authentication.
(3) A requirement that a term be conspicuous, or the like, is satisfied by a term that is conspicuous under this chapter.
(4) A requirement of consent or agreement to a term is satisfied by a manifestation of assent to the term in accordance with this chapter.