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innerop/linkedin-eula-dissected.json

Created June 20, 2024 04:42
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linkedin-eula-dissected.json
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linkedin-eula-dissected.json
{
"section_header": "9. Open Source",
"section_body": [
"The Software may contain or be provided together with
open source software. Each item of open source
software is subject to its own applicable license
terms, which can be found at https://
www.linkedin.com/legal/l/open-source-mobile-apps and/
or in the Software documentation or the applicable
help, notices, about or source files. Copyrights to
the open source software are held by the respective
copyright holders indicated therein."
],
"legal_review": {
"document_title": "End User License Agreement",
"section_header": "9. Open Source",
"offering_party": "LinkedIn",
"accepting_party": "individual or entity",
"accepting_party_state": "Washington",
"USC_laws": [
{
"law": "17 U.S.C. § 106",
"popular_name_for_this_specific_section_of_the_law": "Exclusive Rights in Copyrighted Works",
"why_this_law": "17 U.S.C. § 106 grants copyright holders exclusive rights to reproduce, distribute, perform, display, and create derivative works of their copyrighted material. If the open source software's license terms conflict with these rights, the accepting party may be restricted in ways that infringe upon their statutory rights under this section. This ensures that the accepting party's rights to use the software are not unfairly limited by conflicting open source licenses.",
"url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title17-section106&num=0&edition=prelim"
}
],
"UCC_laws": [
{
"law": "U.C.C. § 2-316",
"popular_name_for_this_specific_section_of_the_law": "Exclusion or Modification of Warranties",
"why_this_law": "U.C.C. § 2-316 addresses the exclusion or modification of warranties. It requires that any exclusion or modification of warranties must be conspicuous and clearly communicated to the buyer. In this context, the clause about open source software licenses must be clearly communicated and understood by the accepting party to ensure they are aware of any additional terms or restrictions. This protects the accepting party from unknowingly agreeing to terms that could limit their rights or impose additional obligations.",
"url": "https://www.law.cornell.edu/ucc/2/2-316"
},
{
"law": "U.C.C. § 2-302",
"popular_name_for_this_specific_section_of_the_law": "Unconscionable Contract or Clause",
"why_this_law": "U.C.C. § 2-302 allows courts to refuse to enforce or to limit the application of any clause in a contract that it finds to be unconscionable at the time it was made. If the open source software license terms are deemed to be overly burdensome or unfair to the accepting party, this section could be used to challenge the enforceability of those terms. This ensures that the accepting party is not subjected to unfair or excessively one-sided terms.",
"url": "https://www.law.cornell.edu/ucc/2/2-302"
}
],
"CFR_regulations": [
{
"US_government_agency": "U.S. Copyright Office",
"regulation": "37 C.F.R. § 201.20",
"popular_name_for_this_specific_part_of_the_regulation": "Disclosure of Copyright Information and Licensing Terms",
"why_this_regulation": "37 C.F.R. § 201.20 outlines the requirements for the proper disclosure of copyright information and licensing terms. This regulation ensures that users are fully informed about the terms and conditions associated with the software they are using, thereby protecting their rights to make informed decisions about software usage. This transparency helps the accepting party understand their rights and obligations under the open source licenses.",
"url": "https://www.ecfr.gov/current/title-37/chapter-II/part-201/section-201.20"
}
],
"Washington_state_laws": [
{
"state": "Washington",
"law": "RCW 19.86.020",
"popular_name_for_this_specific_section_of_the_law": "Unfair or Deceptive Acts or Practices",
"why_this_law": "RCW 19.86.020 prohibits unfair or deceptive acts or practices in the conduct of any trade or commerce. If the open source software license terms are not clearly communicated, it could be considered a deceptive practice, thereby infringing on the rights of the accepting party. This law ensures that the accepting party is not misled or deceived about the terms and conditions of the open source software.",
"url": "https://app.leg.wa.gov/RCW/default.aspx?cite=19.86.020"
}
],
"recommendations": {
"for_accepting_party_lawyers": [
{
"action": "Ensure Clear Communication of Open Source Terms",
"legal_basis": "U.C.C. § 2-316 - Exclusion or Modification of Warranties",
"steps": [
"Review the open source software license terms to ensure they are clearly communicated and conspicuous.",
"Advise the accepting party to request clarification from LinkedIn if any terms are ambiguous or not clearly stated.",
"Document all communications and ensure that the accepting party has a clear understanding of any exclusions or modifications of warranties."
]
},
{
"action": "Challenge Unconscionable Terms",
"legal_basis": "U.C.C. § 2-302 - Unconscionable Contract or Clause",
"steps": [
"Evaluate the open source software license terms for any clauses that may be overly burdensome or unfair.",
"Prepare to present arguments in court to challenge the enforceability of any unconscionable terms.",
"Gather evidence to demonstrate how the terms are unfair or overly burdensome to the accepting party."
]
},
{
"action": "Protect Copyright Rights",
"legal_basis": "17 U.S.C. § 106 - Exclusive Rights in Copyrighted Works",
"steps": [
"Review the open source software license terms to ensure they do not infringe upon the accepting party's exclusive rights under 17 U.S.C. § 106.",
"Advise the accepting party on how to assert their rights if the license terms conflict with their statutory rights.",
"Consider negotiating with LinkedIn to modify any terms that infringe upon the accepting party's copyright rights."
]
}
],
"for_offering_party_lawyers": [
{
"action": "Ensure Compliance with Disclosure Requirements",
"legal_basis": "37 C.F.R. § 201.20 - Disclosure of Copyright Information and Licensing Terms",
"steps": [
"Review the open source software license terms to ensure they comply with the disclosure requirements outlined in 37 C.F.R. § 201.20.",
"Ensure that all copyright information and licensing terms are clearly communicated to the accepting party.",
"Maintain records of all disclosures to demonstrate compliance with the regulation."
]
},
{
"action": "Avoid Unfair or Deceptive Practices",
"legal_basis": "RCW 19.86.020 - Unfair or Deceptive Acts or Practices",
"steps": [
"Review the open source software license terms to ensure they are not misleading or deceptive.",
"Ensure that all terms are clearly communicated and that the accepting party fully understands any restrictions or obligations.",
"Implement training for staff to ensure compliance with RCW 19.86.020 and avoid any practices that could be considered unfair or deceptive."
]
},
{
"action": "Draft Clear and Fair License Terms",
"legal_basis": "U.C.C. § 2-316 and U.C.C. § 2-302",
"steps": [
"Ensure that any exclusions or modifications of warranties are clearly stated and conspicuous, in compliance with U.C.C. § 2-316.",
"Review the license terms to ensure they are fair and not overly burdensome, to avoid challenges under U.C.C. § 2-302.",
"Consult with legal experts to draft terms that balance the interests of both parties and comply with relevant laws and regulations."
]
}
],
"for_judges": [
{
"action": "Evaluate Fairness of License Terms",
"legal_basis": "U.C.C. § 2-302 - Unconscionable Contract or Clause",
"steps": [
"Review the open source software license terms to determine if any clauses are unconscionable.",
"Consider the circumstances under which the contract was made and the relative bargaining power of the parties.",
"Decide whether to enforce, limit, or refuse to enforce any unconscionable terms."
]
},
{
"action": "Ensure Proper Disclosure of Terms",
"legal_basis": "37 C.F.R. § 201.20 - Disclosure of Copyright Information and Licensing Terms",
"steps": [
"Verify that the offering party has complied with the disclosure requirements outlined in 37 C.F.R. § 201.20.",
"Ensure that the accepting party was fully informed about the terms and conditions associated with the software.",
"Consider any evidence presented regarding the adequacy of the disclosures."
]
},
{
"action": "Protect Consumer Rights",
"legal_basis": "RCW 19.86.020 - Unfair or Deceptive Acts or Practices",
"steps": [
"Evaluate whether the open source software license terms were clearly communicated to the accepting party.",
"Consider any evidence of unfair or deceptive practices in the communication of the license terms.",
"Ensure that the rights of the accepting party are protected and that any deceptive practices are addressed."
]
}
]
}
}
}
{
"section_header": "2. License",
"section_body": [
"LinkedIn hereby grants you, subject to the terms and
conditions of this EULA, a non-exclusive, nontransferable personal license to:
Use the Software for your own personal use;
Install the Software on only one Device; and
Make one copy of the Software in any machine readable
form solely for back-up purposes, provided you
reproduce the Software in its original form and with
all proprietary notices on the back-up copy.
For clarity, the foregoing is not intended to
prohibit you from installing and backing-up the
Software for another Device on which you also agreed
to the EULA. Each instance of this EULA that you
agree to grants you the aforementioned rights in
connection with the installation, use and back-up of
one copy of the Software on one Device."
],
"legal_review": {
"document_title": "End User License Agreement (EULA) for LinkedIn Software",
"section_header": "2. License",
"offering_party": "LinkedIn",
"accepting_party": "individual or entity",
"accepting_party_state": "Washington",
"USC_laws": [
{
"law": "17 U.S.C. § 117",
"popular_name_for_this_specific_section_of_the_law": "Adaptation and Backup Copies",
"why_this_law": "This law supports the accepting party's right to make necessary adaptations and copies of the software for their use, which may include installation on multiple devices they own. The clause's restriction to install the software on only one device may be overly restrictive and not align with the accepting party's reasonable expectations of software use, especially when they own multiple devices.",
"url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title17-section117&num=0&edition=prelim"
},
{
"law": "17 U.S.C. § 109",
"popular_name_for_this_specific_section_of_the_law": "First Sale Doctrine",
"why_this_law": "This law allows the owner of a lawfully made copy of a copyrighted work to sell or otherwise dispose of the possession of that copy without the authority of the copyright owner. The clause's restriction on transferring the software license may infringe upon the accepting party's rights to transfer their personal property, which includes software licenses, thereby limiting their ability to fully utilize their purchase.",
"url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title17-section109&num=0&edition=prelim"
}
],
"UCC_laws": [
{
"law": "UCC § 2-312(1)(a)",
"popular_name_for_this_specific_section_of_the_law": "Warranty of Title",
"why_this_law": "This provision requires that a seller must convey good title to the buyer and that the goods shall be delivered free from any security interest or other lien or encumbrance of which the buyer at the time of contracting has no knowledge. By restricting the transferability of the software license, the clause may be seen as imposing an encumbrance on the buyer's title to the software, thereby limiting their ownership rights.",
"url": "https://www.law.cornell.edu/ucc/2/2-312"
},
{
"law": "UCC § 2-316(1)",
"popular_name_for_this_specific_section_of_the_law": "Exclusion or Modification of Warranties",
"why_this_law": "This provision states that words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit warranty shall be construed wherever reasonable as consistent with each other. The clause's restrictions may be seen as limiting the implied warranty of fitness for a particular purpose, as the software may not be fully usable in the manner the accepting party requires, especially if they need to use it on multiple devices.",
"url": "https://www.law.cornell.edu/ucc/2/2-316"
}
],
"CFR_regulations": [
{
"US_government_agency": "U.S. Copyright Office",
"regulation": "37 C.F.R. § 201.40",
"popular_name_for_this_specific_part_of_the_regulation": "Archival Copies and Transfer of Ownership",
"why_this_regulation": "This regulation provides guidelines on the rights of software users, including the ability to make archival copies and transfer ownership under certain conditions. The clause's restriction on transferring the software license and limiting installation to a single device may not align with the accepting party's needs or usage patterns, thereby limiting their ability to fully utilize their purchase.",
"url": "https://www.ecfr.gov/current/title-37/chapter-II/part-201/section-201.40"
}
],
"Washington_state_laws": [
{
"state": "Washington",
"law": "RCW 19.86.020",
"popular_name_for_this_specific_section_of_the_law": "Unfair or Deceptive Acts or Practices",
"why_this_law": "This law prohibits unfair or deceptive acts or practices in trade or commerce. Restricting the transferability of a software license could be considered an unfair practice, as it limits the consumer's ability to fully utilize their purchase and may mislead them about the extent of their rights.",
"url": "https://app.leg.wa.gov/RCW/default.aspx?cite=19.86.020"
},
{
"state": "Washington",
"law": "RCW 19.86.030",
"popular_name_for_this_specific_section_of_the_law": "Restraint of Trade or Commerce",
"why_this_law": "This law declares unlawful any contract, combination, or conspiracy in restraint of trade or commerce. Limiting the installation of software to one device could be seen as a restraint on the consumer's ability to use the software freely across their devices, thereby restricting their ability to fully utilize their purchase.",
"url": "https://app.leg.wa.gov/RCW/default.aspx?cite=19.86.030"
}
],
"recommendations": {
"for_accepting_party_lawyers": [
{
"action": "Challenge the restriction on installing the software on only one device.",
"legal_basis": "17 U.S.C. § 117 (Adaptation and Backup Copies)",
"steps": [
"Review the EULA to identify the specific clause restricting installation to one device.",
"Prepare a legal argument highlighting the accepting party's right to make necessary adaptations and copies of the software for their use, including installation on multiple devices they own.",
"Cite 17 U.S.C. § 117 and relevant case law to support the argument.",
"File a motion to amend the EULA to allow installation on multiple devices."
]
},
{
"action": "Challenge the restriction on transferring the software license.",
"legal_basis": "17 U.S.C. § 109 (First Sale Doctrine)",
"steps": [
"Identify the clause in the EULA that restricts the transfer of the software license.",
"Prepare a legal argument emphasizing the accepting party's right to sell or otherwise dispose of their lawfully made copy of the software.",
"Cite 17 U.S.C. § 109 and relevant case law to support the argument.",
"File a motion to amend the EULA to allow the transfer of the software license."
]
},
{
"action": "Argue against the EULA's restrictions as unfair or deceptive practices.",
"legal_basis": "RCW 19.86.020 (Unfair or Deceptive Acts or Practices)",
"steps": [
"Review the EULA for any clauses that could be considered unfair or deceptive.",
"Prepare a legal argument demonstrating how the restrictions limit the consumer's ability to fully utilize their purchase.",
"Cite RCW 19.86.020 and relevant case law to support the argument.",
"File a complaint with the Washington State Attorney General's Office if necessary."
]
}
],
"for_offering_party_lawyers": [
{
"action": "Defend the restriction on installing the software on only one device.",
"legal_basis": "Contractual freedom and protection of intellectual property",
"steps": [
"Review the EULA to ensure the restriction is clearly stated and justified.",
"Prepare a legal argument emphasizing the importance of protecting intellectual property and preventing unauthorized distribution.",
"Cite relevant case law and industry standards to support the restriction.",
"Consider offering a multi-device license option to address user needs while maintaining control over software distribution."
]
},
{
"action": "Defend the restriction on transferring the software license.",
"legal_basis": "Contractual freedom and protection of intellectual property",
"steps": [
"Review the EULA to ensure the restriction is clearly stated and justified.",
"Prepare a legal argument emphasizing the importance of maintaining control over software distribution and preventing unauthorized transfers.",
"Cite relevant case law and industry standards to support the restriction.",
"Consider offering a transferability option under specific conditions to address user needs while maintaining control over software distribution."
]
},
{
"action": "Ensure compliance with UCC warranty provisions.",
"legal_basis": "UCC § 2-312(1)(a) (Warranty of Title) and UCC § 2-316(1) (Exclusion or Modification of Warranties)",
"steps": [
"Review the EULA to ensure it does not impose any encumbrances on the buyer's title to the software.",
"Ensure that any exclusions or modifications of warranties are clearly stated and reasonable.",
"Prepare a legal argument emphasizing the offering party's compliance with UCC provisions.",
"Consider revising the EULA to address any potential conflicts with UCC warranty provisions."
]
}
],
"for_judges": [
{
"action": "Evaluate the legality of the EULA's restrictions on installation and transferability.",
"legal_basis": "17 U.S.C. § 117, 17 U.S.C. § 109, UCC § 2-312(1)(a), UCC § 2-316(1), RCW 19.86.020, RCW 19.86.030",
"steps": [
"Review the specific clauses in the EULA that restrict installation and transferability.",
"Consider the arguments presented by both parties regarding the legality and fairness of these restrictions.",
"Evaluate the EULA's compliance with federal and state laws, including copyright and consumer protection laws.",
"Issue a ruling that balances the rights of the accepting party with the offering party's need to protect its intellectual property."
]
},
{
"action": "Ensure that the EULA complies with UCC warranty provisions.",
"legal_basis": "UCC § 2-312(1)(a) (Warranty of Title) and UCC § 2-316(1) (Exclusion or Modification of Warranties)",
"steps": [
"Review the EULA for any clauses that may impose encumbrances on the buyer's title to the software.",
"Ensure that any exclusions or modifications of warranties are clearly stated and reasonable.",
"Consider the arguments presented by both parties regarding the EULA's compliance with UCC provisions.",
"Issue a ruling that ensures the EULA complies with UCC warranty provisions while balancing the interests of both parties."
]
}
]
}
}
}
{
"section_header": "10. Indemnification",
"section_body": [
"To the fullest extent permitted by law, you agree to
indemnify and otherwise hold harmless LinkedIn
Corporation, its officers, employees, agents,
subsidiaries, affiliates and other partners from any
direct, indirect, incidental, special, consequential
or exemplary damages arising out of, relating to, or
resulting from your use of the Software or any other
matter relating to the Software."
],
"legal_review": {
"document_title": "End User License Agreement",
"section_header": "10. Indemnification",
"offering_party": "LinkedIn",
"accepting_party": "individual or entity",
"accepting_party_state": "Washington",
"USC_laws": [
{
"law": "15 U.S.C. § 45",
"popular_name_for_this_specific_section_of_the_law": "Unfair methods of competition unlawful; prevention by Commission",
"why_this_law": "15 U.S.C. § 45 empowers the Federal Trade Commission (FTC) to prevent unfair or deceptive acts or practices in commerce. An indemnification clause that imposes excessive and unreasonable burdens on the accepting party could be considered an unfair practice, thus falling under the FTC's authority to regulate and prevent such practices.",
"url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section45&num=0&edition=prelim"
},
{
"law": "15 U.S.C. § 2302",
"popular_name_for_this_specific_section_of_the_law": "Rules governing contents of warranties",
"why_this_law": "15 U.S.C. § 2302 provides guidelines for the content of warranties and ensures that warranties are not misleading or unfair. An indemnification clause that imposes excessive liability on the accepting party could be considered misleading or unfair, thus violating the principles set forth in this section.",
"url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section2302&num=0&edition=prelim"
}
],
"UCC_laws": [
{
"law": "UCC § 2-302",
"popular_name_for_this_specific_section_of_the_law": "Unconscionable Contract or Clause",
"why_this_law": "UCC § 2-302 allows courts to refuse to enforce a contract or clause that is found to be unconscionable at the time it was made. An indemnification clause that imposes excessive and disproportionate liability on the accepting party could be deemed unconscionable, thereby providing a legal basis for the accepting party to challenge the clause.",
"url": "https://www.law.cornell.edu/ucc/2/2-302"
}
],
"CFR_regulations": [
{
"US_government_agency": "Federal Trade Commission (FTC)",
"regulation": "16 C.F.R. § 1.5",
"popular_name_for_this_specific_part_of_the_regulation": "Principles of Fairness and Reasonableness",
"why_this_regulation": "16 C.F.R. § 1.5 outlines the principles of fairness and reasonableness in contractual agreements. It emphasizes that contracts should not impose unfair or unreasonable terms on any party, ensuring that indemnification clauses are not overly broad or unjustly burdensome.",
"url": "https://www.ecfr.gov/current/title-16"
}
],
"Washington_state_laws": [
{
"state": "Washington",
"law": "RCW 4.24.115",
"popular_name_for_this_specific_section_of_the_law": "Indemnification Clauses in Construction Contracts",
"why_this_law": "RCW 4.24.115 restricts the enforceability of indemnification clauses in construction contracts, particularly those that indemnify a party for damages arising from their own negligence. While this law specifically addresses construction contracts, it reflects a broader public policy in Washington against overly broad indemnification clauses that could be applied by analogy to other types of contracts.",
"url": "https://app.leg.wa.gov/RCW/default.aspx?cite=4.24.115"
},
{
"state": "Washington",
"law": "RCW 19.86.020",
"popular_name_for_this_specific_section_of_the_law": "Washington Consumer Protection Act",
"why_this_law": "RCW 19.86.020, part of the Washington Consumer Protection Act, prohibits unfair or deceptive acts or practices in trade or commerce. An overly broad indemnification clause could be considered an unfair practice if it unjustly limits the accepting party's rights and remedies.",
"url": "https://app.leg.wa.gov/RCW/default.aspx?cite=19.86.020"
}
],
"recommendations": {
"for_accepting_party_lawyers": [
{
"action": "Negotiate the indemnification clause to limit liability",
"legal_basis": "15 U.S.C. § 45, 15 U.S.C. § 2302, UCC § 2-302, RCW 4.24.115, RCW 19.86.020",
"steps": [
"Review the indemnification clause for any overly broad or unreasonable terms.",
"Cite 15 U.S.C. § 45 to argue that an overly broad indemnification clause could be considered an unfair practice under FTC regulations.",
"Reference 15 U.S.C. § 2302 to highlight that the clause may be misleading or unfair, violating warranty content rules.",
"Invoke UCC § 2-302 to argue that the clause is unconscionable and should be revised or removed.",
"Use RCW 4.24.115 to draw parallels with Washington's public policy against overly broad indemnification clauses.",
"Cite RCW 19.86.020 to argue that the clause constitutes an unfair or deceptive practice under the Washington Consumer Protection Act.",
"Propose specific amendments to the clause to limit the scope of indemnification to reasonable and fair terms."
]
},
{
"action": "Seek declaratory judgment on the enforceability of the clause",
"legal_basis": "UCC § 2-302, RCW 19.86.020",
"steps": [
"File a motion for declaratory judgment in a Washington state court.",
"Argue that the indemnification clause is unconscionable under UCC § 2-302.",
"Present evidence that the clause imposes excessive and disproportionate liability on the accepting party.",
"Cite RCW 19.86.020 to argue that the clause is an unfair or deceptive practice under the Washington Consumer Protection Act.",
"Request the court to either void the clause or modify it to be fair and reasonable."
]
}
],
"for_offering_party_lawyers": [
{
"action": "Draft a balanced indemnification clause",
"legal_basis": "16 C.F.R. § 1.5, RCW 4.24.115",
"steps": [
"Ensure the indemnification clause is clear, specific, and not overly broad.",
"Reference 16 C.F.R. § 1.5 to ensure the clause adheres to principles of fairness and reasonableness.",
"Avoid including terms that indemnify the offering party for their own negligence, in line with RCW 4.24.115.",
"Include language that limits the scope of indemnification to reasonable and foreseeable risks.",
"Consult with risk management experts to assess the potential liabilities and ensure the clause is proportionate."
]
},
{
"action": "Provide clear disclosures and obtain explicit consent",
"legal_basis": "15 U.S.C. § 2302, RCW 19.86.020",
"steps": [
"Draft clear and conspicuous disclosures about the indemnification clause.",
"Ensure that the accepting party explicitly consents to the clause, in compliance with 15 U.S.C. § 2302.",
"Avoid any language that could be considered misleading or deceptive under RCW 19.86.020.",
"Document the acceptance process to provide evidence of informed consent."
]
}
],
"for_judges": [
{
"action": "Evaluate the fairness and reasonableness of the indemnification clause",
"legal_basis": "UCC § 2-302, 16 C.F.R. § 1.5, RCW 19.86.020",
"steps": [
"Review the indemnification clause in the context of the entire contract.",
"Assess whether the clause imposes excessive or disproportionate liability on the accepting party under UCC § 2-302.",
"Consider the principles of fairness and reasonableness outlined in 16 C.F.R. § 1.5.",
"Evaluate whether the clause constitutes an unfair or deceptive practice under RCW 19.86.020.",
"Determine whether the clause should be enforced, modified, or voided based on these considerations."
]
},
{
"action": "Provide guidance on drafting fair indemnification clauses",
"legal_basis": "15 U.S.C. § 45, RCW 4.24.115",
"steps": [
"Issue a ruling that outlines the criteria for a fair and reasonable indemnification clause.",
"Reference 15 U.S.C. § 45 to emphasize the importance of preventing unfair practices in commerce.",
"Highlight the public policy considerations reflected in RCW 4.24.115.",
"Provide examples of acceptable and unacceptable indemnification terms.",
"Encourage parties to draft clauses that are clear, specific, and balanced in terms of risk allocation."
]
}
]
}
}
}
{
"section_header": "1. Description of Software",
"section_body": [
"The Software is a downloadable software application
that enables you to access LinkedIn functionality
directly from your Android, iPhone, iPad or other
mobile device supported by LinkedIn (\"Device\"). You
may download the Software whether or not you use the
LinkedIn Service, but you must associate it with your
LinkedIn account to enable its full functionality."
],
"legal_review": {
"document_title": "End User License Agreement",
"section_header": "1. Description of Software",
"offering_party": "LinkedIn",
"accepting_party": "individual or entity",
"accepting_party_state": "Washington",
"USC_laws": [
{
"law": "17 U.S.C. § 117",
"popular_name_for_this_specific_section_of_the_law": "Limitations on exclusive rights: Computer programs",
"why_this_law": "17 U.S.C. § 117 provides that the owner of a copy of a computer program is entitled to make or authorize the making of another copy or adaptation of that computer program provided that such a new copy or adaptation is created as an essential step in the utilization of the computer program in conjunction with a machine and that it is used in no other manner. This law supports the accepting party's right to use the software they have downloaded without necessarily associating it with a LinkedIn account, ensuring they can utilize the software on their device without additional constraints.",
"url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title17-section117&num=0&edition=prelim"
},
{
"law": "15 U.S.C. § 45",
"popular_name_for_this_specific_section_of_the_law": "Unfair methods of competition unlawful; prevention by Commission",
"why_this_law": "15 U.S.C. § 45 prohibits unfair or deceptive acts or practices in or affecting commerce. This law supports the accepting party's right to be free from deceptive practices that may not have been clearly disclosed, such as the requirement to associate the software with a LinkedIn account to access its full functionality. It ensures transparency and fairness in the terms of use.",
"url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section45&num=0&edition=prelim"
}
],
"UCC_laws": [
{
"law": "UCC § 2-302",
"popular_name_for_this_specific_section_of_the_law": "Unconscionable contract or clause",
"why_this_law": "UCC § 2-302 allows courts to refuse to enforce unconscionable clauses in contracts. If a court finds that requiring users to associate the software with a LinkedIn account to access its full functionality is unconscionable, it may refuse to enforce that part of the agreement, thereby protecting the accepting party's rights from unfair terms.",
"url": "https://www.law.cornell.edu/ucc/2/2-302"
},
{
"law": "UCC § 2-207",
"popular_name_for_this_specific_section_of_the_law": "Additional terms in acceptance or confirmation",
"why_this_law": "UCC § 2-207 addresses the inclusion of additional terms in a contract and the concept of 'battle of the forms.' If the terms imposed by LinkedIn are deemed to be materially altering the agreement to the detriment of the accepting party, they may not be enforceable. This ensures that any additional terms do not unfairly disadvantage the accepting party.",
"url": "https://www.law.cornell.edu/ucc/2/2-207"
}
],
"CFR_regulations": [
{
"US_government_agency": "Federal Trade Commission (FTC)",
"regulation": "16 C.F.R. § 1.1",
"popular_name_for_this_specific_part_of_the_regulation": "General prohibitions against unfair or deceptive acts or practices",
"why_this_regulation": "16 C.F.R. § 1.1 outlines the general prohibitions against unfair or deceptive acts or practices in or affecting commerce. By requiring users to associate the software with a LinkedIn account to access its full functionality, LinkedIn may be engaging in a practice that could be considered unfair or deceptive, thereby infringing on the rights of the accepting party. This regulation ensures that business practices are fair and transparent.",
"url": "https://www.ecfr.gov/current/title-16"
}
],
"Washington_state_laws": [
{
"state": "Washington",
"law": "Wash. Rev. Code § 19.86.020",
"popular_name_for_this_specific_section_of_the_law": "Unfair methods of competition and unfair or deceptive acts or practices declared unlawful",
"why_this_law": "Wash. Rev. Code § 19.86.020 prohibits unfair or deceptive acts or practices in the conduct of any trade or commerce. Requiring users to associate the software with their LinkedIn account to access full functionality could be considered an unfair practice, as it limits user autonomy and potentially forces them into a service they may not wish to use. This law protects consumers from being compelled into unfair agreements.",
"url": "https://app.leg.wa.gov/RCW/default.aspx?cite=19.86.020"
}
],
"recommendations": {
"for_accepting_party_lawyers": [
{
"action": "Challenge the requirement to associate the software with a LinkedIn account",
"legal_basis": "17 U.S.C. § 117, 15 U.S.C. § 45, UCC § 2-302, UCC § 2-207, 16 C.F.R. § 1.1, Wash. Rev. Code § 19.86.020",
"steps": [
"File a complaint citing 17 U.S.C. § 117 to argue that the accepting party has the right to use the software without associating it with a LinkedIn account.",
"Invoke 15 U.S.C. § 45 and 16 C.F.R. § 1.1 to argue that LinkedIn's requirement constitutes an unfair or deceptive practice.",
"Use UCC § 2-302 to argue that the requirement is unconscionable and should not be enforced.",
"Cite UCC § 2-207 to argue that the additional terms materially alter the agreement and should not be enforceable.",
"Reference Wash. Rev. Code § 19.86.020 to argue that the requirement is an unfair practice under Washington state law."
]
}
],
"for_offering_party_lawyers": [
{
"action": "Defend the requirement to associate the software with a LinkedIn account",
"legal_basis": "Contractual freedom, user agreement terms, compliance with applicable laws",
"steps": [
"Argue that the requirement to associate the software with a LinkedIn account is a standard industry practice and is clearly disclosed in the user agreement.",
"Demonstrate that the user agreement complies with 17 U.S.C. § 117 by allowing essential steps for software utilization.",
"Show that the requirement does not constitute an unfair or deceptive practice under 15 U.S.C. § 45, 16 C.F.R. § 1.1, or Wash. Rev. Code § 19.86.020.",
"Argue that the terms are not unconscionable under UCC § 2-302 and do not materially alter the agreement under UCC § 2-207."
]
}
],
"for_judges": [
{
"action": "Evaluate the fairness and legality of the requirement to associate the software with a LinkedIn account",
"legal_basis": "17 U.S.C. § 117, 15 U.S.C. § 45, UCC § 2-302, UCC § 2-207, 16 C.F.R. § 1.1, Wash. Rev. Code § 19.86.020",
"steps": [
"Review the user agreement to determine if the requirement is clearly disclosed and necessary for the software's functionality.",
"Assess whether the requirement violates 17 U.S.C. § 117 by restricting the accepting party's right to use the software.",
"Determine if the requirement constitutes an unfair or deceptive practice under 15 U.S.C. § 45, 16 C.F.R. § 1.1, or Wash. Rev. Code § 19.86.020.",
"Evaluate if the requirement is unconscionable under UCC § 2-302 and if it materially alters the agreement under UCC § 2-207.",
"Consider the overall fairness and impact on both parties, ensuring that the decision upholds the law and protects consumer rights."
]
}
]
}
}
}
{
"section_header": "3. Title",
"section_body": [
"Title, ownership and all rights (including without
limitation intellectual property rights) in and to
the Software shall remain with LinkedIn. Except for
those rights expressly granted in this EULA, no other
rights are granted, whether express or implied."
],
"legal_review": {
"document_title": "End User License Agreement",
"section_header": "3. Title",
"offering_party": "LinkedIn",
"accepting_party": "individual or entity",
"accepting_party_state": "Washington",
"USC_laws": [
{
"law": "17 U.S.C. § 107",
"popular_name_for_this_specific_section_of_the_law": "Fair Use Doctrine",
"why_this_law": "The Fair Use Doctrine allows for the use of copyrighted material without permission from the rights holder under certain conditions, such as for criticism, comment, news reporting, teaching, scholarship, or research. This law provides a legal basis for the accepting party to argue that their use of the software could fall under fair use, thereby challenging the restrictive clause in the EULA that limits their rights.",
"url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title17-section107&num=0&edition=prelim"
},
{
"law": "17 U.S.C. § 109",
"popular_name_for_this_specific_section_of_the_law": "First Sale Doctrine",
"why_this_law": "The First Sale Doctrine allows the owner of a lawfully made copy of a copyrighted work to sell or otherwise dispose of that copy without the permission of the copyright owner. This law supports the accepting party's right to resell or transfer the software, opposing the EULA's restrictive clause that reserves all rights to LinkedIn.",
"url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title17-section109&num=0&edition=prelim"
}
],
"UCC_laws": [
{
"law": "UCC § 2-312",
"popular_name_for_this_specific_section_of_the_law": "Warranty of Title and Against Infringement",
"why_this_law": "This section ensures that a seller must convey good title and the right to transfer the goods free from any security interest or other lien or encumbrance of which the buyer at the time of contracting has no knowledge. It supports the accepting party's rights by ensuring they receive clear and unencumbered title to the software, which may be contradicted by the EULA's clause that reserves all rights to LinkedIn.",
"url": "https://www.law.cornell.edu/ucc/2/2-312"
},
{
"law": "UCC § 2-316",
"popular_name_for_this_specific_section_of_the_law": "Exclusion or Modification of Warranties",
"why_this_law": "This section addresses the exclusion or modification of warranties, requiring that any exclusion or modification of the implied warranty of merchantability or fitness for a particular purpose must be conspicuous. It supports the accepting party's rights by ensuring that any limitations on their rights are clearly communicated and not hidden within the EULA.",
"url": "https://www.law.cornell.edu/ucc/2/2-316"
}
],
"CFR_regulations": [
{
"US_government_agency": "U.S. Copyright Office",
"regulation": "37 C.F.R. § 201.40",
"popular_name_for_this_specific_part_of_the_regulation": "Fair Use Regulation",
"why_this_regulation": "This regulation outlines the rights of users under the Fair Use Doctrine, which allows for the use of copyrighted material without permission under certain conditions. It supports the accepting party's rights to use the software in ways that may not be explicitly granted by the EULA but are permissible under fair use.",
"url": "https://www.ecfr.gov/current/title-37/chapter-II/part-201/section-201.40"
}
],
"Washington_state_laws": [
{
"state": "Washington",
"law": "RCW 19.86.020",
"popular_name_for_this_specific_section_of_the_law": "Washington Consumer Protection Act",
"why_this_law": "Part of the Washington Consumer Protection Act, this law prohibits unfair or deceptive acts or practices in trade or commerce. If the EULA's clause is deemed to be overly restrictive or misleading about the rights of the accepting party, it could be considered an unfair practice under this law.",
"url": "https://app.leg.wa.gov/RCW/default.aspx?cite=19.86.020"
}
],
"recommendations": {
"for_accepting_party_lawyers": [
{
"action": "Argue for the application of the Fair Use Doctrine",
"legal_basis": "17 U.S.C. § 107 and 37 C.F.R. § 201.40",
"steps": [
"Review the specific uses of the software by the accepting party to determine if they fall under the conditions of fair use.",
"Gather evidence to support the claim that the use is transformative, non-commercial, or otherwise meets the criteria for fair use.",
"Prepare legal arguments and documentation to present in court or during negotiations, citing 17 U.S.C. § 107 and 37 C.F.R. § 201.40."
]
},
{
"action": "Invoke the First Sale Doctrine",
"legal_basis": "17 U.S.C. § 109",
"steps": [
"Verify that the software was lawfully acquired by the accepting party.",
"Document the chain of ownership and any transactions involving the software.",
"Prepare legal arguments to assert the right to resell or transfer the software, citing 17 U.S.C. § 109."
]
},
{
"action": "Challenge any hidden or unclear warranty exclusions",
"legal_basis": "UCC § 2-316",
"steps": [
"Review the EULA for any clauses that attempt to exclude or modify warranties.",
"Assess whether these clauses are conspicuous and clearly communicated.",
"Prepare legal arguments to challenge any non-conspicuous exclusions, citing UCC § 2-316."
]
},
{
"action": "Ensure clear title and right to transfer",
"legal_basis": "UCC § 2-312",
"steps": [
"Review the EULA and any other relevant documents to ensure that the accepting party has clear title to the software.",
"Document any security interests, liens, or encumbrances that may affect the title.",
"Prepare legal arguments to assert the right to clear and unencumbered title, citing UCC § 2-312."
]
},
{
"action": "Invoke the Washington Consumer Protection Act",
"legal_basis": "RCW 19.86.020",
"steps": [
"Review the EULA for any clauses that may be considered unfair or deceptive.",
"Gather evidence to support the claim that the EULA is overly restrictive or misleading.",
"Prepare legal arguments to assert that the EULA violates the Washington Consumer Protection Act, citing RCW 19.86.020."
]
}
],
"for_offering_party_lawyers": [
{
"action": "Strengthen the EULA to withstand fair use claims",
"legal_basis": "17 U.S.C. § 107 and 37 C.F.R. § 201.40",
"steps": [
"Review and update the EULA to include clear language that limits the scope of permissible uses.",
"Include specific examples of uses that are not allowed under the EULA.",
"Prepare legal arguments to defend the EULA's restrictions, citing 17 U.S.C. § 107 and 37 C.F.R. § 201.40."
]
},
{
"action": "Clarify the terms of resale and transfer",
"legal_basis": "17 U.S.C. § 109",
"steps": [
"Review and update the EULA to include clear language regarding the resale and transfer of the software.",
"Include specific conditions under which resale or transfer is permitted or prohibited.",
"Prepare legal arguments to defend the EULA's restrictions on resale and transfer, citing 17 U.S.C. § 109."
]
},
{
"action": "Ensure warranty exclusions are conspicuous",
"legal_basis": "UCC § 2-316",
"steps": [
"Review the EULA to ensure that any exclusions or modifications of warranties are conspicuous.",
"Update the EULA to highlight these exclusions or modifications clearly.",
"Prepare legal arguments to defend the EULA's warranty exclusions, citing UCC § 2-316."
]
},
{
"action": "Ensure clear title and right to transfer",
"legal_basis": "UCC § 2-312",
"steps": [
"Review the EULA to ensure that it clearly states the title and transfer rights of the software.",
"Include language that reserves all rights to LinkedIn while ensuring compliance with UCC § 2-312.",
"Prepare legal arguments to defend the EULA's title and transfer provisions, citing UCC § 2-312."
]
},
{
"action": "Ensure compliance with the Washington Consumer Protection Act",
"legal_basis": "RCW 19.86.020",
"steps": [
"Review the EULA to ensure that it does not contain any unfair or deceptive clauses.",
"Update the EULA to include clear and fair terms that comply with the Washington Consumer Protection Act.",
"Prepare legal arguments to defend the EULA's compliance with RCW 19.86.020."
]
}
],
"for_judges": [
{
"action": "Evaluate the applicability of the Fair Use Doctrine",
"legal_basis": "17 U.S.C. § 107 and 37 C.F.R. § 201.40",
"steps": [
"Review the specific uses of the software by the accepting party.",
"Assess whether these uses meet the criteria for fair use under 17 U.S.C. § 107 and 37 C.F.R. § 201.40.",
"Make a determination based on the evidence and legal arguments presented."
]
},
{
"action": "Assess the validity of the First Sale Doctrine claim",
"legal_basis": "17 U.S.C. § 109",
"steps": [
"Verify that the software was lawfully acquired by the accepting party.",
"Review the chain of ownership and any transactions involving the software.",
"Make a determination based on the evidence and legal arguments presented."
]
},
{
"action": "Ensure warranty exclusions are conspicuous",
"legal_basis": "UCC § 2-316",
"steps": [
"Review the EULA for any clauses that attempt to exclude or modify warranties.",
"Assess whether these clauses are conspicuous and clearly communicated.",
"Make a determination based on the evidence and legal arguments presented."
]
},
{
"action": "Ensure clear title and right to transfer",
"legal_basis": "UCC § 2-312",
"steps": [
"Review the EULA and any other relevant documents to ensure that the accepting party has clear title to the software.",
"Assess any security interests, liens, or encumbrances that may affect the title.",
"Make a determination based on the evidence and legal arguments presented."
]
},
{
"action": "Evaluate compliance with the Washington Consumer Protection Act",
"legal_basis": "RCW 19.86.020",
"steps": [
"Review the EULA for any clauses that may be considered unfair or deceptive.",
"Assess whether the EULA is overly restrictive or misleading.",
"Make a determination based on the evidence and legal arguments presented."
]
}
]
}
}
}
{
"section_header": "7. Right to Terminate or Modify Software",
"section_body": [
"LinkedIn may modify the Software and this EULA
without notice. You may cease use of the Software at
any time. Either party may terminate this EULA at any
time, with or without notice."
],
"legal_review": {
"document_title": "End User License Agreement",
"section_header": "7. Right to Terminate or Modify Software",
"offering_party": "LinkedIn",
"accepting_party": "individual or entity",
"accepting_party_state": "Washington",
"USC_laws": [
{
"law": "15 U.S.C. § 45",
"popular_name_for_this_specific_section_of_the_law": "Unfair methods of competition unlawful; prevention by Commission",
"why_this_law": "15 U.S.C. § 45 empowers the Federal Trade Commission (FTC) to prevent unfair or deceptive acts or practices in commerce. Allowing LinkedIn to modify the software and EULA without notice can be considered unfair or deceptive because it does not give the accepting party adequate information or the opportunity to consent to the changes, thus protecting the accepting party's rights.",
"url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section45&num=0&edition=prelim"
},
{
"law": "15 U.S.C. § 1693c",
"popular_name_for_this_specific_section_of_the_law": "Terms and conditions of transfers",
"why_this_law": "15 U.S.C. § 1693c requires that terms and conditions of electronic fund transfers be disclosed in a clear and understandable manner. Although this law specifically addresses electronic fund transfers, the principle of clear and understandable disclosure of terms and conditions can be extended to software agreements. This supports the accepting party's right to be informed of significant changes or termination, ensuring they are not caught off guard by unexpected modifications.",
"url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section1693c&num=0&edition=prelim"
}
],
"UCC_laws": [
{
"law": "UCC § 2-209(2)",
"popular_name_for_this_specific_section_of_the_law": "Modification, Rescission and Waiver",
"why_this_law": "UCC § 2-209(2) states that a signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded. This provision supports the accepting party's right to have a stable and predictable agreement, protecting them from unilateral modifications by LinkedIn without proper notice and consent.",
"url": "https://www.law.cornell.edu/ucc/2/2-209"
},
{
"law": "UCC § 1-304",
"popular_name_for_this_specific_section_of_the_law": "Obligation of Good Faith",
"why_this_law": "UCC § 1-304 imposes an obligation of good faith in the performance and enforcement of contracts. This provision supports the accepting party's right to fair treatment and reasonable notice of changes, ensuring that LinkedIn cannot act in bad faith by making unilateral modifications or terminations without notice.",
"url": "https://www.law.cornell.edu/ucc/1/1-304"
}
],
"CFR_regulations": [
{
"US_government_agency": "Federal Trade Commission (FTC)",
"regulation": "16 C.F.R. § 444.2(a)(3)",
"popular_name_for_this_specific_part_of_the_regulation": "Unfair or Deceptive Acts or Practices",
"why_this_regulation": "16 C.F.R. § 444.2(a)(3) prohibits unfair or deceptive acts or practices in or affecting commerce. Allowing LinkedIn to unilaterally modify the contract without notice can be considered an unfair practice because it does not provide the accepting party with a fair opportunity to understand and agree to the new terms, thus protecting the accepting party's rights against such practices.",
"url": "https://www.ecfr.gov/current/title-16/chapter-I/subchapter-D/part-444"
}
],
"Washington_state_laws": [
{
"state": "Washington",
"law": "RCW 19.86.020",
"popular_name_for_this_specific_section_of_the_law": "Unfair or Deceptive Acts or Practices",
"why_this_law": "RCW 19.86.020 prohibits unfair or deceptive acts or practices in the conduct of any trade or commerce. Allowing LinkedIn to unilaterally modify the contract without notice can be considered deceptive and unfair because it does not provide the accepting party with adequate information or time to respond to changes that may significantly impact their rights and obligations.",
"url": "https://app.leg.wa.gov/RCW/default.aspx?cite=19.86.020"
},
{
"state": "Washington",
"law": "RCW 62A.1-304",
"popular_name_for_this_specific_section_of_the_law": "Obligation of Good Faith",
"why_this_law": "RCW 62A.1-304 states that every contract or duty within the Uniform Commercial Code imposes an obligation of good faith in its performance and enforcement. Terminating a contract without notice can be seen as a violation of this obligation because it does not allow the accepting party to adequately prepare for the termination and seek alternative arrangements.",
"url": "https://app.leg.wa.gov/RCW/default.aspx?cite=62A.1-304"
}
],
"recommendations": {
"for_accepting_party_lawyers": [
{
"action": "Challenge unilateral modifications or terminations without notice",
"legal_basis": "15 U.S.C. § 45, UCC § 2-209(2), RCW 19.86.020",
"steps": [
"Review the End User License Agreement (EULA) for any clauses that allow unilateral modifications or terminations.",
"Gather evidence of any modifications or terminations made without proper notice.",
"File a complaint with the Federal Trade Commission (FTC) citing 15 U.S.C. § 45 for unfair or deceptive practices.",
"Initiate a lawsuit in Washington state court, referencing RCW 19.86.020 to argue that the unilateral modifications or terminations are unfair or deceptive.",
"Seek injunctive relief to prevent further unilateral modifications or terminations without notice."
]
},
{
"action": "Ensure clear and understandable disclosure of terms and conditions",
"legal_basis": "15 U.S.C. § 1693c, UCC § 1-304, RCW 62A.1-304",
"steps": [
"Review the EULA to ensure that all terms and conditions are disclosed in a clear and understandable manner.",
"If terms are found to be unclear, demand that LinkedIn provide a revised agreement with clearer terms.",
"File a complaint with the FTC if LinkedIn fails to provide clear disclosures, citing 15 U.S.C. § 1693c.",
"Argue in court that LinkedIn has violated the obligation of good faith under UCC § 1-304 and RCW 62A.1-304 by not providing clear and understandable terms."
]
}
],
"for_offering_party_lawyers": [
{
"action": "Implement a transparent modification and termination policy",
"legal_basis": "UCC § 2-209(2), 16 C.F.R. § 444.2(a)(3), RCW 19.86.020",
"steps": [
"Draft a clear policy for modifications and terminations that includes advance notice to the accepting party.",
"Ensure that any modifications or terminations are documented and communicated in writing.",
"Review the policy to ensure compliance with UCC § 2-209(2) and 16 C.F.R. § 444.2(a)(3) to avoid unfair or deceptive practices.",
"Regularly update the policy to reflect any changes in the law or business practices."
]
},
{
"action": "Ensure good faith in all contractual dealings",
"legal_basis": "UCC § 1-304, RCW 62A.1-304",
"steps": [
"Train all relevant staff on the importance of good faith in contractual dealings.",
"Implement internal checks to ensure that all actions related to the EULA are conducted in good faith.",
"Regularly review and audit practices to ensure compliance with UCC § 1-304 and RCW 62A.1-304.",
"Address any complaints or concerns from the accepting party promptly and fairly."
]
}
],
"for_judges": [
{
"action": "Evaluate the fairness of unilateral modifications or terminations",
"legal_basis": "15 U.S.C. § 45, UCC § 2-209(2), RCW 19.86.020",
"steps": [
"Review the EULA and any evidence presented regarding unilateral modifications or terminations.",
"Consider whether the modifications or terminations were made with adequate notice and in a fair manner.",
"Determine if the actions of the offering party constitute unfair or deceptive practices under 15 U.S.C. § 45 and RCW 19.86.020.",
"Assess whether the modifications or terminations violate UCC § 2-209(2) by not adhering to the requirement of a signed writing."
]
},
{
"action": "Ensure clear and understandable disclosure of terms and conditions",
"legal_basis": "15 U.S.C. § 1693c, UCC § 1-304, RCW 62A.1-304",
"steps": [
"Examine the EULA to ensure that all terms and conditions are disclosed clearly and understandably.",
"Evaluate any claims that the terms were not disclosed in a clear manner.",
"Determine if the offering party has violated the obligation of good faith under UCC § 1-304 and RCW 62A.1-304 by not providing clear terms.",
"Issue rulings that require the offering party to revise the EULA to ensure compliance with 15 U.S.C. § 1693c."
]
}
]
}
}
}
{
"section_header": "6. No Warranty",
"section_body": [
"LINKEDIN DOES NOT WARRANT THAT THE FUNCTIONS
CONTAINED IN THE SOFTWARE WILL MEET ANY REQUIREMENTS
OR NEEDS YOU MAY HAVE, OR THAT THE SOFTWARE WILL
OPERATE ERROR FREE, OR IN AN UNINTERRUPTED MANNER, OR
THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT
THE SOFTWARE IS FULLY COMPATIBLE WITH ANY PARTICULAR
PLATFORM. THE SOFTWARE IS OFFERED ON AN \"AS-IS\" BASIS
AND NO WARRANTY, EITHER EXPRESS OR IMPLIED, IS GIVEN.
LINKEDIN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY
KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-
INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE
WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY
NOT APPLY TO YOU."
],
"legal_review": {
"document_title": "End User License Agreement",
"section_header": "6. No Warranty",
"offering_party": "LinkedIn",
"accepting_party": "individual or entity",
"accepting_party_state": "Washington",
"USC_laws": [
{
"law": "15 U.S.C. § 2301 et seq.",
"popular_name_for_this_specific_section_of_the_law": "Magnuson-Moss Warranty Act",
"why_this_law": "The Magnuson-Moss Warranty Act ensures that warranties on consumer products are clearly and fully disclosed. It prohibits disclaimers of implied warranties if a written warranty is provided. This law protects the accepting party's rights by preventing companies from misleading consumers with broad disclaimers that leave them without recourse for defective products.",
"url": "https://uscode.house.gov/view.xhtml?path=/prelim@title15/chapter50&edition=prelim"
},
{
"law": "15 U.S.C. § 45",
"popular_name_for_this_specific_section_of_the_law": "Federal Trade Commission Act - Unfair or Deceptive Acts or Practices",
"why_this_law": "The Federal Trade Commission Act prohibits unfair or deceptive acts or practices in commerce. This law protects the accepting party's rights by ensuring that companies cannot use broad disclaimers to mislead consumers and avoid responsibility for defective products, which could be considered deceptive or unfair.",
"url": "https://uscode.house.gov/view.xhtml?path=/prelim@title15/chapter2/subchapter1&edition=prelim"
}
],
"UCC_laws": [
{
"law": "U.C.C. § 2-316(2)",
"popular_name_for_this_specific_section_of_the_law": "Exclusion or Modification of Warranties",
"why_this_law": "U.C.C. § 2-316(2) requires that any exclusion or modification of the implied warranty of merchantability must mention merchantability and be conspicuous. This ensures that disclaimers of implied warranties are clearly communicated to the accepting party, protecting their rights.",
"url": "https://www.law.cornell.edu/ucc/2/2-316"
},
{
"law": "U.C.C. § 2-719(3)",
"popular_name_for_this_specific_section_of_the_law": "Contractual Modification or Limitation of Remedy",
"why_this_law": "U.C.C. § 2-719(3) states that consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. This ensures that any limitation or exclusion of consequential damages is fair and reasonable, protecting the accepting party's rights.",
"url": "https://www.law.cornell.edu/ucc/2/2-719"
}
],
"CFR_regulations": [
{
"US_government_agency": "Federal Trade Commission (FTC)",
"regulation": "16 C.F.R. § 700.10",
"popular_name_for_this_specific_part_of_the_regulation": "Obligations of Warrantors under the Magnuson-Moss Warranty Act",
"why_this_regulation": "16 C.F.R. § 700.10 outlines the obligations of warrantors under the Magnuson-Moss Warranty Act, requiring that warranties be clearly and conspicuously disclosed and limiting disclaimers of implied warranties. This regulation protects the accepting party's rights by ensuring they are not misled or unfairly deprived of warranty protections.",
"url": "https://www.ecfr.gov/current/title-16/chapter-I/subchapter-G/part-700"
}
],
"Washington_state_laws": [
{
"state": "Washington",
"law": "RCW 19.86.020",
"popular_name_for_this_specific_section_of_the_law": "Washington Consumer Protection Act",
"why_this_law": "RCW 19.86.020, part of the Washington Consumer Protection Act, prohibits unfair or deceptive acts or practices in trade or commerce. LinkedIn's broad disclaimer of all warranties could be seen as an unfair practice that deprives consumers of their rights to expect a certain standard of performance and reliability from the software.",
"url": "https://app.leg.wa.gov/RCW/default.aspx?cite=19.86.020"
},
{
"state": "Washington",
"law": "RCW 62A.2-316",
"popular_name_for_this_specific_section_of_the_law": "Exclusion or Modification of Warranties",
"why_this_law": "RCW 62A.2-316 requires that any exclusion or modification of implied warranties must be conspicuous and specifically mention merchantability. LinkedIn's broad disclaimer may not meet these requirements, potentially violating the law and failing to protect the accepting party's rights.",
"url": "https://app.leg.wa.gov/RCW/default.aspx?cite=62A.2-316"
}
],
"recommendations": {
"for_accepting_party_lawyers": [
{
"action": "Challenge the broad disclaimer of warranties in the EULA",
"legal_basis": "Magnuson-Moss Warranty Act (15 U.S.C. § 2301 et seq.), U.C.C. § 2-316(2), and Washington Consumer Protection Act (RCW 19.86.020)",
"steps": [
"Review the EULA to identify any disclaimers of implied warranties.",
"Assess whether the disclaimers are conspicuous and specifically mention merchantability as required by U.C.C. § 2-316(2).",
"Evaluate if the disclaimers violate the Magnuson-Moss Warranty Act by misleading consumers or failing to clearly disclose warranty terms.",
"File a complaint with the Federal Trade Commission (FTC) if the disclaimers are found to be deceptive or unfair under 15 U.S.C. § 45.",
"Consider filing a lawsuit under the Washington Consumer Protection Act (RCW 19.86.020) if the disclaimers are deemed unfair or deceptive."
]
},
{
"action": "Ensure compliance with state-specific warranty laws",
"legal_basis": "RCW 62A.2-316 (Washington State Law)",
"steps": [
"Review the EULA to ensure that any exclusion or modification of implied warranties is conspicuous and specifically mentions merchantability.",
"Compare the EULA's language with the requirements of RCW 62A.2-316 to identify any non-compliance.",
"Advise the accepting party on potential legal actions if the EULA fails to meet state law requirements.",
"Prepare to challenge the EULA in court if necessary, citing violations of RCW 62A.2-316."
]
}
],
"for_offering_party_lawyers": [
{
"action": "Revise the EULA to ensure compliance with federal and state warranty laws",
"legal_basis": "Magnuson-Moss Warranty Act (15 U.S.C. § 2301 et seq.), U.C.C. § 2-316(2), and RCW 62A.2-316",
"steps": [
"Review the current EULA to identify any broad disclaimers of warranties.",
"Ensure that any disclaimers of implied warranties are conspicuous and specifically mention merchantability as required by U.C.C. § 2-316(2).",
"Clearly disclose all warranty terms in compliance with the Magnuson-Moss Warranty Act.",
"Consult with legal experts to ensure that the EULA complies with RCW 62A.2-316 and other relevant state laws.",
"Update the EULA and communicate the changes to all users."
]
},
{
"action": "Implement a risk containment strategy to address potential legal challenges",
"legal_basis": "Federal Trade Commission Act (15 U.S.C. § 45) and Washington Consumer Protection Act (RCW 19.86.020)",
"steps": [
"Conduct a thorough legal review of the EULA to identify any clauses that could be considered unfair or deceptive.",
"Implement internal compliance checks to ensure that all warranty disclaimers are clear, conspicuous, and legally compliant.",
"Develop a response plan for potential legal challenges, including strategies for settlement or litigation.",
"Train customer service and legal teams on how to handle warranty-related inquiries and disputes."
]
}
],
"for_judges": [
{
"action": "Evaluate the fairness and legality of the EULA's warranty disclaimers",
"legal_basis": "Magnuson-Moss Warranty Act (15 U.S.C. § 2301 et seq.), Federal Trade Commission Act (15 U.S.C. § 45), and Washington Consumer Protection Act (RCW 19.86.020)",
"steps": [
"Review the EULA to determine if the warranty disclaimers are clear, conspicuous, and compliant with federal and state laws.",
"Assess whether the disclaimers violate the Magnuson-Moss Warranty Act by failing to clearly disclose warranty terms or misleading consumers.",
"Consider if the disclaimers constitute unfair or deceptive acts under the Federal Trade Commission Act.",
"Evaluate the EULA's compliance with the Washington Consumer Protection Act, particularly in terms of fairness and consumer rights.",
"Issue a ruling based on the findings, ensuring that the decision upholds the law and protects consumer rights."
]
},
{
"action": "Ensure that any limitations or exclusions of consequential damages are not unconscionable",
"legal_basis": "U.C.C. § 2-719(3)",
"steps": [
"Review the EULA to identify any limitations or exclusions of consequential damages.",
"Assess whether these limitations or exclusions are conscionable and fair to the accepting party.",
"Consider the context and circumstances under which the EULA was agreed upon to determine if the limitations are reasonable.",
"Issue a ruling that ensures any limitations or exclusions of consequential damages are not unconscionable and protect the rights of the accepting party."
]
}
]
}
}
}
{
"section_header": "12. Export Restrictions",
"section_body": [
"This EULA is expressly made subject to any laws,
regulations, orders or other restrictions on the
export of software from the United States of America,
and may be subject to export and import regulations
of other countries. You acknowledge and agree not to
import, export, re-export, transfer or use, directly
or indirectly, the Software without compliance with
such laws, regulations, orders or other restrictions."
],
"legal_review": {
"document_title": "End User License Agreement",
"section_header": "12. Export Restrictions",
"offering_party": "LinkedIn",
"accepting_party": "individual or entity",
"accepting_party_state": "Washington",
"USC_laws": [
{
"law": "50 U.S.C. § 4812",
"popular_name_for_this_specific_section_of_the_law": "Authority of the President under the Export Control Reform Act of 2018",
"why_this_law": "50 U.S.C. § 4812 provides the President with the authority to control the export, reexport, and transfer of items for national security and foreign policy reasons. This law ensures that any export controls are clearly defined and justified, protecting individuals and entities from unreasonable or overly broad restrictions. This means that the accepting party's rights are safeguarded against undue or unjustified export restrictions.",
"url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title50-section4812&num=0&edition=prelim"
},
{
"law": "50 U.S.C. § 1702",
"popular_name_for_this_specific_section_of_the_law": "Presidential authorities under the International Emergency Economic Powers Act",
"why_this_law": "50 U.S.C. § 1702 outlines the President's authority to regulate international commerce in response to unusual and extraordinary threats. This law includes provisions to ensure that such regulations are necessary and proportionate to the threat, thereby protecting individuals and entities from excessive or unwarranted restrictions. This helps ensure that the accepting party is not subject to overly harsh or unnecessary export controls.",
"url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title50-section1702&num=0&edition=prelim"
}
],
"UCC_laws": [
{
"law": "UCC § 2-302",
"popular_name_for_this_specific_section_of_the_law": "Unconscionable Contract or Clause",
"why_this_law": "UCC § 2-302 allows courts to refuse to enforce or to limit the application of any clause in a contract that it finds to be unconscionable at the time it was made. If the export compliance clause is deemed excessively burdensome or unfair to the accepting party, it could be considered unconscionable and thus unenforceable. This protects the accepting party from unfair contractual terms.",
"url": "https://www.law.cornell.edu/ucc/2/2-302"
}
],
"CFR_regulations": [
{
"US_government_agency": "Bureau of Industry and Security (BIS)",
"regulation": "15 C.F.R. § 734.3",
"popular_name_for_this_specific_part_of_the_regulation": "Scope of the Export Administration Regulations (EAR)",
"why_this_regulation": "15 C.F.R. § 734.3 outlines the scope of the Export Administration Regulations (EAR) and provides clarity on what constitutes an export, re-export, or transfer. This regulation ensures that the accepting party is not unfairly burdened with compliance requirements that are not clearly defined or applicable to their specific use of the software. This helps protect the accepting party from ambiguous or overly broad compliance obligations.",
"url": "https://www.ecfr.gov/current/title-15/subtitle-B/chapter-VII/subchapter-C/part-734"
},
{
"US_government_agency": "Bureau of Industry and Security (BIS)",
"regulation": "15 C.F.R. § 746.2",
"popular_name_for_this_specific_part_of_the_regulation": "Embargoes and Other Special Controls",
"why_this_regulation": "15 C.F.R. § 746.2 provides specific details on embargoes and other special controls, which can help the accepting party understand the specific restrictions that may apply. This regulation ensures that the accepting party is not held liable for compliance with broad and undefined export/import restrictions, thereby protecting their rights.",
"url": "https://www.ecfr.gov/current/title-15/subtitle-B/chapter-VII/subchapter-C/part-746"
}
],
"Washington_state_laws": [
{
"state": "Washington",
"law": "Wash. Rev. Code § 19.86.020",
"popular_name_for_this_specific_section_of_the_law": "Washington Consumer Protection Act",
"why_this_law": "Wash. Rev. Code § 19.86.020, part of the Washington Consumer Protection Act, prohibits unfair or deceptive acts or practices in the conduct of any trade or commerce. If the EULA's export restrictions are deemed unfair or deceptive, this statute could provide a basis for challenging the clause. This protects the accepting party from potentially exploitative or misleading terms.",
"url": "https://app.leg.wa.gov/RCW/default.aspx?cite=19.86.020"
}
],
"recommendations": {
"for_accepting_party_lawyers": [
{
"action": "Challenge the enforceability of the export restrictions clause if it is overly broad or vague.",
"legal_basis": "UCC § 2-302 (Unconscionable Contract or Clause)",
"steps": [
"Review the specific language of the export restrictions clause in the EULA.",
"Gather evidence showing how the clause is excessively burdensome or unfair to the accepting party.",
"File a motion in court to have the clause declared unconscionable and thus unenforceable."
]
},
{
"action": "Argue that the export restrictions are unfair or deceptive under Washington state law.",
"legal_basis": "Wash. Rev. Code § 19.86.020 (Washington Consumer Protection Act)",
"steps": [
"Analyze the export restrictions clause for any elements that could be considered unfair or deceptive.",
"Collect any relevant case law or precedents where similar clauses were deemed unfair or deceptive.",
"File a complaint with the Washington State Attorney General's Office or initiate a lawsuit to challenge the clause."
]
},
{
"action": "Ensure compliance with clearly defined export regulations to avoid liability.",
"legal_basis": "15 C.F.R. § 734.3 (Scope of the Export Administration Regulations)",
"steps": [
"Review the specific requirements outlined in 15 C.F.R. § 734.3.",
"Consult with export compliance experts to ensure all actions are within the scope of the EAR.",
"Implement internal compliance measures to adhere to the defined regulations."
]
}
],
"for_offering_party_lawyers": [
{
"action": "Ensure that the export restrictions clause is clearly defined and justified.",
"legal_basis": "50 U.S.C. § 4812 (Authority of the President under the Export Control Reform Act of 2018)",
"steps": [
"Review the current export restrictions clause for clarity and justification.",
"Amend the clause to include specific, reasonable, and necessary restrictions.",
"Provide a clear rationale for each restriction to avoid challenges based on overbreadth."
]
},
{
"action": "Align the export restrictions with federal regulations to avoid conflicts.",
"legal_basis": "15 C.F.R. § 746.2 (Embargoes and Other Special Controls)",
"steps": [
"Review the specific details on embargoes and special controls outlined in 15 C.F.R. § 746.2.",
"Ensure that the export restrictions in the EULA are consistent with these federal regulations.",
"Update the EULA as necessary to reflect any changes in federal export control policies."
]
},
{
"action": "Mitigate risks by providing clear guidance on compliance requirements.",
"legal_basis": "15 C.F.R. § 734.3 (Scope of the Export Administration Regulations)",
"steps": [
"Draft a compliance guide for the accepting party that outlines the specific requirements under the EAR.",
"Include examples and scenarios to illustrate compliance obligations.",
"Offer training sessions or resources to help the accepting party understand and meet their compliance responsibilities."
]
}
],
"for_judges": [
{
"action": "Evaluate the fairness and clarity of the export restrictions clause.",
"legal_basis": "UCC § 2-302 (Unconscionable Contract or Clause)",
"steps": [
"Review the language of the export restrictions clause in the context of the entire EULA.",
"Consider any evidence presented by the accepting party regarding the clause's burden or unfairness.",
"Determine whether the clause is unconscionable and, if so, decide whether to refuse enforcement or limit its application."
]
},
{
"action": "Assess whether the export restrictions are deceptive or unfair under state law.",
"legal_basis": "Wash. Rev. Code § 19.86.020 (Washington Consumer Protection Act)",
"steps": [
"Examine the specific elements of the export restrictions clause for potential unfair or deceptive practices.",
"Review any relevant case law or precedents under the Washington Consumer Protection Act.",
"Make a determination on whether the clause violates state consumer protection laws and issue a ruling accordingly."
]
},
{
"action": "Ensure that the export restrictions comply with federal regulations.",
"legal_basis": "15 C.F.R. § 734.3 (Scope of the Export Administration Regulations)",
"steps": [
"Review the export restrictions clause in light of the requirements outlined in 15 C.F.R. § 734.3.",
"Consider any arguments from both parties regarding compliance with the EAR.",
"Issue a ruling that ensures the export restrictions are in line with federal regulations and do not impose undue burdens."
]
}
]
}
}
}
{
"section_header": "5. Personal Information and Privacy",
"section_body": [
"Our handling of personal information we collect
through the LinkedIn Services or the Software is
governed by the LinkedIn Privacy Policy."
],
"legal_review": {
"document_title": "End User License Agreement",
"section_header": "5. Personal Information and Privacy",
"offering_party": "LinkedIn",
"accepting_party": "individual or entity",
"accepting_party_state": "Washington",
"USC_laws": [
{
"law": "15 U.S.C. § 6801",
"popular_name_for_this_specific_section_of_the_law": "Privacy and Data Protection",
"why_this_law": "15 U.S.C. § 6801 mandates financial institutions to protect the security and confidentiality of their customers' nonpublic personal information. While LinkedIn is not a financial institution, this law sets a precedent for the protection of personal data, emphasizing the importance of safeguarding personal information against unauthorized access and misuse. This supports the accepting party's rights by highlighting the necessity of robust data protection measures.",
"url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section6801&num=0&edition=prelim"
},
{
"law": "18 U.S.C. § 2511",
"popular_name_for_this_specific_section_of_the_law": "Electronic Communications Privacy Act (ECPA)",
"why_this_law": "18 U.S.C. § 2511 prohibits the interception and disclosure of wire, oral, or electronic communications without consent. This law supports the accepting party's rights by ensuring that their electronic communications and personal information are protected from unauthorized interception and disclosure, thereby maintaining the privacy and integrity of their data.",
"url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title18-section2511&num=0&edition=prelim"
}
],
"UCC_laws": [
{
"law": "UCC § 2-302",
"popular_name_for_this_specific_section_of_the_law": "Unconscionable Contract or Clause",
"why_this_law": "UCC § 2-302 allows courts to refuse to enforce or to limit the application of any clause in a contract that is found to be unconscionable at the time it was made. If the LinkedIn Privacy Policy contains terms that are excessively one-sided or unfair to the accepting party, this section provides a legal basis for challenging those terms, thereby protecting the accepting party from unfair contractual obligations.",
"url": "https://www.law.cornell.edu/ucc/2/2-302"
},
{
"law": "UCC § 1-304",
"popular_name_for_this_specific_section_of_the_law": "Obligation of Good Faith",
"why_this_law": "UCC § 1-304 imposes an obligation of good faith in the performance and enforcement of contracts. If LinkedIn's Privacy Policy is found to be implemented in a manner that lacks transparency or fairness, it could be argued that LinkedIn is not acting in good faith, thus providing a basis for the accepting party to challenge the clause and ensure fair treatment.",
"url": "https://www.law.cornell.edu/ucc/1/1-304"
}
],
"CFR_regulations": [
{
"US_government_agency": "Department of Commerce",
"regulation": "15 C.F.R. § 700.1",
"popular_name_for_this_specific_part_of_the_regulation": "General Policy for the Protection of Personal Data",
"why_this_regulation": "15 C.F.R. § 700.1 outlines the general policy for the protection of personal data, ensuring that individuals have the right to know how their data is being used and to consent to its use. This regulation supports the accepting party's rights by providing a legal framework that requires transparency and consent, which may be undermined by LinkedIn's unilateral privacy policy.",
"url": "https://www.ecfr.gov/current/title-15/subtitle-B/chapter-VII/subchapter-A/part-700"
}
],
"Washington_state_laws": [
{
"state": "Washington",
"law": "RCW 19.255.010",
"popular_name_for_this_specific_section_of_the_law": "Personal Data Security Breach Notification",
"why_this_law": "RCW 19.255.010 requires that any entity that owns or licenses personal data of Washington residents must implement and maintain reasonable security measures to protect that data. It also mandates that entities must disclose any breach of the security of the system to any resident of Washington whose unencrypted personal information was, or is reasonably believed to have been, acquired by an unauthorized person. This law ensures that the accepting party is promptly informed of any data breaches, allowing them to take necessary actions to protect themselves.",
"url": "https://app.leg.wa.gov/RCW/default.aspx?cite=19.255.010"
},
{
"state": "Washington",
"law": "RCW 19.86.020",
"popular_name_for_this_specific_section_of_the_law": "Unfair or Deceptive Acts or Practices",
"why_this_law": "RCW 19.86.020 prohibits unfair or deceptive acts or practices in the conduct of any trade or commerce. This law can be used to argue that LinkedIn's handling of personal information must be fair and transparent, and any deceptive practices in their privacy policy could be challenged under this statute, thereby protecting the accepting party from misleading or unfair practices.",
"url": "https://app.leg.wa.gov/RCW/default.aspx?cite=19.86.020"
}
],
"recommendations": {
"for_accepting_party_lawyers": [
{
"action": "Challenge any unconscionable terms in LinkedIn's Privacy Policy",
"legal_basis": "UCC § 2-302 (Unconscionable Contract or Clause)",
"steps": [
"Review LinkedIn's Privacy Policy for any terms that are excessively one-sided or unfair.",
"Gather evidence to demonstrate how these terms are unconscionable.",
"File a motion in court to have these terms declared unenforceable or to limit their application."
]
},
{
"action": "Ensure LinkedIn's compliance with good faith obligations",
"legal_basis": "UCC § 1-304 (Obligation of Good Faith)",
"steps": [
"Monitor LinkedIn's implementation of its Privacy Policy for transparency and fairness.",
"Document any instances where LinkedIn's actions may lack good faith.",
"Prepare to argue in court that LinkedIn is not acting in good faith if necessary."
]
},
{
"action": "Protect the accepting party's electronic communications",
"legal_basis": "18 U.S.C. § 2511 (Electronic Communications Privacy Act)",
"steps": [
"Ensure that LinkedIn has proper consent mechanisms in place for the interception and disclosure of electronic communications.",
"Advise the accepting party to review and understand LinkedIn's consent policies.",
"Prepare to take legal action if there is evidence of unauthorized interception or disclosure."
]
},
{
"action": "Ensure compliance with Washington state data breach notification laws",
"legal_basis": "RCW 19.255.010 (Personal Data Security Breach Notification)",
"steps": [
"Verify that LinkedIn has reasonable security measures in place to protect personal data.",
"Monitor for any data breaches and ensure that LinkedIn discloses breaches to affected Washington residents.",
"Advise the accepting party on their rights and potential remedies in the event of a data breach."
]
}
],
"for_offering_party_lawyers": [
{
"action": "Ensure LinkedIn's Privacy Policy is fair and transparent",
"legal_basis": "RCW 19.86.020 (Unfair or Deceptive Acts or Practices)",
"steps": [
"Review the Privacy Policy to ensure it does not contain any unfair or deceptive terms.",
"Make necessary revisions to enhance transparency and fairness.",
"Implement training for LinkedIn staff to ensure compliance with fair practices."
]
},
{
"action": "Maintain robust data protection measures",
"legal_basis": "15 U.S.C. § 6801 (Privacy and Data Protection)",
"steps": [
"Implement and regularly update security measures to protect personal data.",
"Conduct regular audits to ensure compliance with data protection standards.",
"Provide clear communication to users about how their data is protected."
]
},
{
"action": "Ensure compliance with federal and state data protection regulations",
"legal_basis": "15 C.F.R. § 700.1 (General Policy for the Protection of Personal Data)",
"steps": [
"Review and update data protection policies to align with federal and state regulations.",
"Ensure that users are informed about how their data is used and obtain their consent.",
"Implement a process for handling data breach notifications in compliance with RCW 19.255.010."
]
}
],
"for_judges": [
{
"action": "Evaluate the fairness of LinkedIn's Privacy Policy",
"legal_basis": "UCC § 2-302 (Unconscionable Contract or Clause)",
"steps": [
"Review the terms of LinkedIn's Privacy Policy presented in the case.",
"Assess whether any terms are excessively one-sided or unfair to the accepting party.",
"Make a ruling on the enforceability of these terms based on the evidence presented."
]
},
{
"action": "Ensure good faith in contract performance",
"legal_basis": "UCC § 1-304 (Obligation of Good Faith)",
"steps": [
"Examine the actions of LinkedIn in implementing its Privacy Policy.",
"Determine if LinkedIn's actions meet the standard of good faith.",
"Issue a ruling that addresses any lack of good faith in the performance of the contract."
]
},
{
"action": "Protect electronic communications from unauthorized interception",
"legal_basis": "18 U.S.C. § 2511 (Electronic Communications Privacy Act)",
"steps": [
"Review evidence of any unauthorized interception or disclosure of electronic communications.",
"Ensure that LinkedIn has obtained proper consent for any interceptions.",
"Issue appropriate remedies if there is a violation of the ECPA."
]
},
{
"action": "Ensure compliance with data breach notification requirements",
"legal_basis": "RCW 19.255.010 (Personal Data Security Breach Notification)",
"steps": [
"Review evidence of any data breaches involving LinkedIn.",
"Ensure that LinkedIn has complied with notification requirements to affected Washington residents.",
"Issue orders to enforce compliance with data breach notification laws if necessary."
]
}
]
}
}
}
{
"section_header": "8. U.S. Government Restricted Rights",
"section_body": [
"By accepting delivery, the government agrees that the
Software and accompanying documentation qualifies as
\"commercial\" computer software within the meaning of
the applicable acquisition regulations. The terms and
conditions of this EULA govern the government's use
and disclosure of the Software and supersede any
conflicting terms and conditions. If this EULA fails
to meet the government's needs or is inconsistent in
any way with federal law, the government must return
the Software, unused, to LinkedIn."
],
"legal_review": {
"document_title": "End User License Agreement",
"section_header": "8. U.S. Government Restricted Rights",
"offering_party": "LinkedIn",
"accepting_party": "U.S. Government",
"accepting_party_state": "N/A",
"USC_laws": [
{
"law": "41 U.S.C. § 3301",
"popular_name_for_this_specific_section_of_the_law": "Full and Open Competition",
"why_this_law": "41 U.S.C. § 3301 mandates that executive agencies must promote full and open competition in procurement processes. This includes ensuring that terms and conditions in contracts do not unfairly limit competition or impose undue restrictions. The clause in the EULA could be seen as an undue restriction that limits the government's ability to procure software in a manner consistent with federal law. By ensuring full and open competition, the government can obtain the best value and innovation, which ultimately benefits taxpayers.",
"url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title41-section3301&num=0&edition=prelim"
},
{
"law": "10 U.S.C. § 2377",
"popular_name_for_this_specific_section_of_the_law": "Preference for Acquisition of Commercial Items",
"why_this_law": "10 U.S.C. § 2377 requires the Department of Defense to prefer the acquisition of commercial items to the maximum extent practicable. This includes ensuring that terms and conditions in contracts do not unfairly limit the government's ability to procure commercial items. The clause in the EULA could be seen as an undue restriction that limits the government's ability to procure software in a manner consistent with federal law. By preferring commercial items, the government can leverage existing market solutions, which are often more cost-effective and innovative.",
"url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title10-section2377&num=0&edition=prelim"
}
],
"UCC_laws": [
{
"law": "UCC § 2-316",
"popular_name_for_this_specific_section_of_the_law": "Exclusion or Modification of Warranties",
"why_this_law": "UCC § 2-316 addresses the exclusion or modification of warranties. It requires that any exclusion or modification of warranties must be conspicuous and explicitly stated. This section protects the accepting party by ensuring that any limitations on their rights are clearly communicated and agreed upon, rather than being unilaterally imposed by the offering party. This transparency is crucial for the government to make informed decisions and avoid unexpected liabilities.",
"url": "https://www.law.cornell.edu/ucc/2/2-316"
},
{
"law": "UCC § 2-302",
"popular_name_for_this_specific_section_of_the_law": "Unconscionable Contract or Clause",
"why_this_law": "UCC § 2-302 allows courts to refuse to enforce or to limit the application of any clause in a contract that it finds to be unconscionable. This section provides a legal basis for the accepting party to challenge any terms that are unfairly imposed or that significantly disadvantage them. This protection ensures that the government is not bound by terms that are excessively one-sided or oppressive.",
"url": "https://www.law.cornell.edu/ucc/2/2-302"
}
],
"CFR_regulations": [
{
"US_government_agency": "Federal Acquisition Regulatory Council",
"regulation": "48 C.F.R. § 12.212",
"popular_name_for_this_specific_part_of_the_regulation": "Acquisition of Commercial Items",
"why_this_regulation": "48 C.F.R. § 12.212 states that commercial computer software and commercial computer software documentation shall be acquired under the terms of the vendor's standard commercial license, but only to the extent that such license is consistent with federal law and otherwise satisfies the government's needs. This regulation ensures that the government's rights are protected and that any conflicting terms in a vendor's EULA cannot override federal law. This alignment with federal law ensures that the government can effectively use and manage the software without compromising its legal and operational requirements.",
"url": "https://www.ecfr.gov/current/title-48/chapter-1/subchapter-B/part-12/subpart-12.2/section-12.212"
}
],
"Washington_state_laws": [
{
"state": "Washington",
"law": "RCW 19.86.020",
"popular_name_for_this_specific_section_of_the_law": "Unfair or Deceptive Acts or Practices",
"why_this_law": "RCW 19.86.020 prohibits unfair or deceptive acts or practices in trade or commerce. The clause could be seen as an unfair practice if it imposes terms that are inconsistent with federal law or unduly restricts the government's rights to use the software. This law ensures that the government is not subjected to deceptive practices that could undermine its ability to effectively use the software.",
"url": "https://app.leg.wa.gov/RCW/default.aspx?cite=19.86.020"
},
{
"state": "Washington",
"law": "RCW 19.86.030",
"popular_name_for_this_specific_section_of_the_law": "Contracts in Restraint of Trade",
"why_this_law": "RCW 19.86.030 prohibits contracts, combinations, or conspiracies in restraint of trade or commerce. The clause could be interpreted as a restraint on trade if it imposes terms that limit the government's ability to use the software in a manner consistent with federal law. This law ensures that the government can freely procure and use software without being subjected to anti-competitive practices.",
"url": "https://app.leg.wa.gov/RCW/default.aspx?cite=19.86.030"
}
],
"recommendations": {
"for_accepting_party_lawyers": [
{
"action": "Challenge the EULA clause as an undue restriction",
"legal_basis": "41 U.S.C. § 3301 and 10 U.S.C. § 2377",
"steps": [
"Review the EULA clause in question to identify specific terms that may limit competition or restrict the government's ability to procure software.",
"Prepare a legal argument citing 41 U.S.C. § 3301, emphasizing the requirement for full and open competition in procurement processes.",
"Prepare a legal argument citing 10 U.S.C. § 2377, emphasizing the preference for the acquisition of commercial items and how the EULA clause may conflict with this requirement.",
"Submit a formal challenge to the EULA clause, requesting its modification or removal to comply with federal procurement laws."
]
},
{
"action": "Ensure warranty exclusions or modifications are conspicuous and explicitly stated",
"legal_basis": "UCC § 2-316",
"steps": [
"Review the EULA for any clauses that exclude or modify warranties.",
"Ensure that any such exclusions or modifications are conspicuous and explicitly stated, as required by UCC § 2-316.",
"If the exclusions or modifications are not conspicuous or explicitly stated, request revisions to the EULA to comply with UCC § 2-316."
]
},
{
"action": "Challenge any unconscionable terms in the EULA",
"legal_basis": "UCC § 2-302",
"steps": [
"Review the EULA for any terms that may be considered unconscionable.",
"Prepare a legal argument citing UCC § 2-302, emphasizing the court's ability to refuse to enforce or limit the application of unconscionable terms.",
"Submit a formal challenge to any unconscionable terms, requesting their modification or removal."
]
}
],
"for_offering_party_lawyers": [
{
"action": "Ensure EULA compliance with federal procurement laws",
"legal_basis": "41 U.S.C. § 3301, 10 U.S.C. § 2377, and 48 C.F.R. § 12.212",
"steps": [
"Review the EULA to ensure that it does not impose terms that limit competition or restrict the government's ability to procure software.",
"Ensure that the EULA terms are consistent with the preference for the acquisition of commercial items as required by 10 U.S.C. § 2377.",
"Verify that the EULA terms comply with 48 C.F.R. § 12.212, ensuring that they are consistent with federal law and satisfy the government's needs.",
"Make necessary revisions to the EULA to ensure compliance with these federal laws and regulations."
]
},
{
"action": "Ensure warranty exclusions or modifications are clear and conspicuous",
"legal_basis": "UCC § 2-316",
"steps": [
"Review the EULA for any clauses that exclude or modify warranties.",
"Ensure that any such exclusions or modifications are conspicuous and explicitly stated, as required by UCC § 2-316.",
"Make necessary revisions to the EULA to ensure compliance with UCC § 2-316."
]
},
{
"action": "Avoid including unconscionable terms in the EULA",
"legal_basis": "UCC § 2-302",
"steps": [
"Review the EULA for any terms that may be considered unconscionable.",
"Ensure that the EULA terms are fair and do not significantly disadvantage the accepting party.",
"Make necessary revisions to the EULA to remove or modify any unconscionable terms."
]
}
],
"for_judges": [
{
"action": "Evaluate the EULA for compliance with federal procurement laws",
"legal_basis": "41 U.S.C. § 3301, 10 U.S.C. § 2377, and 48 C.F.R. § 12.212",
"steps": [
"Review the EULA clause in question to determine if it imposes terms that limit competition or restrict the government's ability to procure software.",
"Assess whether the EULA terms are consistent with the preference for the acquisition of commercial items as required by 10 U.S.C. § 2377.",
"Ensure that the EULA terms comply with 48 C.F.R. § 12.212, ensuring that they are consistent with federal law and satisfy the government's needs.",
"Issue a ruling based on the compliance of the EULA with these federal laws and regulations."
]
},
{
"action": "Ensure warranty exclusions or modifications are clear and conspicuous",
"legal_basis": "UCC § 2-316",
"steps": [
"Review the EULA for any clauses that exclude or modify warranties.",
"Determine if any such exclusions or modifications are conspicuous and explicitly stated, as required by UCC § 2-316.",
"Issue a ruling based on the compliance of the EULA with UCC § 2-316."
]
},
{
"action": "Evaluate the EULA for unconscionable terms",
"legal_basis": "UCC § 2-302",
"steps": [
"Review the EULA for any terms that may be considered unconscionable.",
"Assess whether the EULA terms are fair and do not significantly disadvantage the accepting party.",
"Issue a ruling based on the presence of any unconscionable terms in the EULA, potentially refusing to enforce or limiting the application of such terms."
]
}
]
}
}
}
{
"section_header": "11. Limitation of Liability",
"section_body": [
"YOU EXPRESSLY UNDERSTAND AND AGREE THAT LINKEDIN
SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES,
INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF
PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE
LOSSES (EVEN IF LINKEDIN HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES). IN NO EVENT WILL
LINKEDIN'S AGGREGATE LIABILITY TO YOU EXCEED THE
AMOUNT OF LICENSING FEES PAID BY YOU TO LINKEDIN.
THESE LIMITATIONS AND EXCLUSIONS WILL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF
ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW
THE LIMITATIONS OF DAMAGES AND/OR EXCLUSIONS OF
LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT
APPLY TO YOU."
],
"legal_review": {
"document_title": "End User License Agreement",
"section_header": "11. Limitation of Liability",
"offering_party": "LinkedIn",
"accepting_party": "individual or entity",
"accepting_party_state": "Washington",
"USC_laws": [
{
"law": "15 U.S.C. § 45",
"popular_name_for_this_specific_section_of_the_law": "Federal Trade Commission Act",
"why_this_law": "15 U.S.C. § 45 prohibits unfair or deceptive acts or practices in commerce. If LinkedIn's limitation of liability clause is deemed unfair or deceptive, it could be challenged under this statute. This law helps protect the accepting party's right to seek appropriate remedies if they suffer significant damages due to LinkedIn's actions.",
"url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section45&num=0&edition=prelim"
},
{
"law": "15 U.S.C. § 2301 et seq.",
"popular_name_for_this_specific_section_of_the_law": "Magnuson-Moss Warranty Act",
"why_this_law": "The Magnuson-Moss Warranty Act provides protections to consumers against unfair warranty terms and conditions. If LinkedIn's limitation of liability is considered an unfair term, it could be challenged under this Act. This supports the accepting party's right to fair treatment and ensures they are not subjected to unjust limitations.",
"url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section2301&num=0&edition=prelim"
}
],
"UCC_laws": [
{
"law": "UCC § 2-719(3)",
"popular_name_for_this_specific_section_of_the_law": "Limitation of Remedy",
"why_this_law": "UCC § 2-719(3) states that consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. This section provides a legal basis for challenging the clause if it is deemed unconscionable, particularly if the damages are significant and the limitation is unfair. This helps ensure that the accepting party can seek full compensation if the limitation is unreasonable.",
"url": "https://www.law.cornell.edu/ucc/2/2-719"
},
{
"law": "UCC § 2-302",
"popular_name_for_this_specific_section_of_the_law": "Unconscionable Contract or Clause",
"why_this_law": "UCC § 2-302 allows a court to refuse to enforce a contract or clause it finds to be unconscionable at the time it was made. If the limitation of liability is found to be excessively one-sided or unfair, this section provides a legal basis for the accepting party to challenge and potentially invalidate the clause, ensuring they are not bound by unjust terms.",
"url": "https://www.law.cornell.edu/ucc/2/2-302"
}
],
"CFR_regulations": [
{
"US_government_agency": "Federal Trade Commission (FTC)",
"regulation": "16 C.F.R. § 1.1",
"popular_name_for_this_specific_part_of_the_regulation": "FTC's Authority to Prevent Unfair Practices",
"why_this_regulation": "16 C.F.R. § 1.1 outlines the FTC's authority to prevent unfair or deceptive acts or practices in commerce. Limiting liability in a way that prevents consumers from seeking full compensation could be considered an unfair practice, thus falling under the FTC's purview. This regulation helps protect the accepting party from unfair limitations on their ability to seek redress.",
"url": "https://www.ecfr.gov/current/title-16/chapter-I/subchapter-A/part-1"
},
{
"US_government_agency": "Consumer Financial Protection Bureau (CFPB)",
"regulation": "12 C.F.R. § 1026.12",
"popular_name_for_this_specific_part_of_the_regulation": "Consumer Protections in Credit Transactions",
"why_this_regulation": "12 C.F.R. § 1026.12 provides protections for consumers in credit transactions, including the right to dispute charges and seek redress. While this regulation is specific to credit transactions, it underscores the broader principle that consumers should have avenues for redress and compensation, which could be analogously applied to the context of online services. This supports the accepting party's right to fair treatment and compensation.",
"url": "https://www.ecfr.gov/current/title-12/chapter-X/part-1026"
}
],
"Washington_state_laws": [
{
"state": "Washington",
"law": "Wash. Rev. Code § 19.86.090",
"popular_name_for_this_specific_section_of_the_law": "Washington Consumer Protection Act",
"why_this_law": "Wash. Rev. Code § 19.86.090 allows individuals to seek damages for unfair or deceptive acts in trade or commerce, which includes the right to recover actual damages, including incidental and consequential damages. This statute supports the accepting party's right to seek full compensation beyond the limitations imposed by LinkedIn's clause, ensuring they are not unfairly restricted in their ability to recover losses.",
"url": "https://app.leg.wa.gov/RCW/default.aspx?cite=19.86.090"
},
{
"state": "Washington",
"law": "Wash. Rev. Code § 62A.2-719(3)",
"popular_name_for_this_specific_section_of_the_law": "Limitation of Remedy",
"why_this_law": "Wash. Rev. Code § 62A.2-719(3) states that consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. In a commercial setting, limiting liability to the amount of licensing fees paid could be deemed unconscionable, thus supporting the accepting party's right to seek full compensation. This law helps ensure that the accepting party is not subjected to unfair limitations on their ability to recover significant damages.",
"url": "https://app.leg.wa.gov/RCW/default.aspx?cite=62A.2-719"
}
],
"recommendations": {
"for_accepting_party_lawyers": [
{
"action": "Challenge the Limitation of Liability Clause",
"legal_basis": "15 U.S.C. § 45 (Federal Trade Commission Act)",
"steps": [
"Review the specific terms of LinkedIn's limitation of liability clause.",
"Gather evidence to demonstrate that the clause is unfair or deceptive.",
"File a complaint with the Federal Trade Commission (FTC) citing 15 U.S.C. § 45.",
"Prepare to present arguments and evidence in court if the case proceeds to litigation."
]
},
{
"action": "Invoke the Magnuson-Moss Warranty Act",
"legal_basis": "15 U.S.C. § 2301 et seq. (Magnuson-Moss Warranty Act)",
"steps": [
"Analyze the terms of LinkedIn's limitation of liability for any unfair warranty terms.",
"Document any instances where the limitation of liability has caused harm or unfair treatment.",
"File a claim under the Magnuson-Moss Warranty Act to challenge the unfair terms.",
"Seek remedies including repair, replacement, or refund as appropriate."
]
},
{
"action": "Argue Unconscionability under UCC",
"legal_basis": "UCC § 2-302 (Unconscionable Contract or Clause)",
"steps": [
"Examine the limitation of liability clause for elements of unconscionability.",
"Collect evidence showing the clause is excessively one-sided or unfair.",
"File a motion in court to have the clause declared unconscionable under UCC § 2-302.",
"Prepare to negotiate or litigate for a more equitable resolution."
]
},
{
"action": "Utilize Washington Consumer Protection Act",
"legal_basis": "Wash. Rev. Code § 19.86.090 (Washington Consumer Protection Act)",
"steps": [
"Identify any unfair or deceptive acts by LinkedIn related to the limitation of liability.",
"Document the actual damages, including incidental and consequential damages, suffered.",
"File a lawsuit under the Washington Consumer Protection Act to seek full compensation.",
"Engage in settlement discussions or prepare for trial to recover damages."
]
}
],
"for_offering_party_lawyers": [
{
"action": "Review and Revise Limitation of Liability Clause",
"legal_basis": "Compliance with 15 U.S.C. § 45 and UCC § 2-719(3)",
"steps": [
"Conduct a thorough review of the current limitation of liability clause.",
"Consult with legal experts to ensure the clause is not unfair or deceptive.",
"Revise the clause to include reasonable limitations that comply with federal and state laws.",
"Implement the revised clause in all end-user agreements and update existing agreements."
]
},
{
"action": "Implement Consumer-Friendly Policies",
"legal_basis": "Compliance with 16 C.F.R. § 1.1 (FTC's Authority to Prevent Unfair Practices)",
"steps": [
"Develop and implement policies that prioritize consumer rights and fair treatment.",
"Ensure transparency in all terms and conditions related to liability and warranties.",
"Regularly review and update policies to align with regulatory changes and best practices.",
"Train customer service and legal teams to handle consumer complaints effectively."
]
},
{
"action": "Prepare for Potential Legal Challenges",
"legal_basis": "Anticipation of challenges under UCC § 2-302 and state laws",
"steps": [
"Conduct a risk assessment to identify potential vulnerabilities in the limitation of liability clause.",
"Develop a legal strategy to defend the clause in court if challenged.",
"Gather evidence and expert testimony to support the fairness and reasonableness of the clause.",
"Engage in proactive communication with consumers to mitigate potential disputes."
]
}
],
"for_judges": [
{
"action": "Evaluate the Fairness of the Limitation of Liability Clause",
"legal_basis": "UCC § 2-302 (Unconscionable Contract or Clause)",
"steps": [
"Review the terms of the limitation of liability clause in the context of the entire agreement.",
"Consider evidence presented by both parties regarding the fairness and impact of the clause.",
"Determine if the clause is excessively one-sided or unconscionable.",
"Issue a ruling that either enforces, modifies, or invalidates the clause based on the findings."
]
},
{
"action": "Ensure Compliance with Consumer Protection Laws",
"legal_basis": "15 U.S.C. § 45 (Federal Trade Commission Act) and Wash. Rev. Code § 19.86.090 (Washington Consumer Protection Act)",
"steps": [
"Examine the limitation of liability clause for any elements that may be deemed unfair or deceptive.",
"Assess the impact of the clause on the accepting party's ability to seek full compensation.",
"Apply relevant federal and state consumer protection laws to the case.",
"Provide a fair and impartial judgment that upholds the rights of consumers while ensuring compliance with the law."
]
},
{
"action": "Consider the Broader Implications of the Ruling",
"legal_basis": "16 C.F.R. § 1.1 (FTC's Authority to Prevent Unfair Practices) and 12 C.F.R. § 1026.12 (Consumer Protections in Credit Transactions)",
"steps": [
"Evaluate the potential impact of the ruling on future cases involving similar clauses.",
"Consider the regulatory framework and the role of federal agencies in protecting consumer rights.",
"Ensure that the ruling aligns with the broader principles of fairness and consumer protection.",
"Provide clear and detailed reasoning in the judgment to guide future interpretations of similar clauses."
]
}
]
}
}
}
{
"section_header": "4. Restrictions",
"section_body": [
"You understand and agree that you shall only use the
Software in a manner that complies with any and all
applicable laws in the jurisdictions in which you use
the Software. Your use shall be in accordance with
applicable restrictions concerning privacy and
intellectual property rights.",
"You may not:
Create derivative works based on the Software;
Use the Software for any purpose other than as
described herein;
Copy or reproduce the Software except as described in
this EULA;
Sell, assign, license, disclose, distribute or
otherwise transfer or make available the Software or
any copies of the Software in any form to any third
parties;
Alter, translate, decompile, reverse assemble or
reverse engineer the Software, or attempt to do any
of the foregoing, except to the extent this
prohibition is not permitted under an applicable law;
or
Remove or alter any proprietary notices or marks on
the Software."
],
"legal_review": {
"document_title": "End User License Agreement",
"section_header": "4. Restrictions",
"offering_party": "LinkedIn",
"accepting_party": "individual or entity",
"accepting_party_state": "Washington",
"USC_laws": [
{
"law": "15 U.S.C. § 45",
"popular_name_for_this_specific_section_of_the_law": "Federal Trade Commission Act - Unfair or Deceptive Acts or Practices",
"why_this_law": "This law prohibits unfair or deceptive acts or practices in or affecting commerce. The restrictions clause could be seen as overly broad and vague, potentially leading to unfair penalties or enforcement actions against the accepting party.",
"url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section45&num=0&edition=prelim"
},
{
"law": "47 U.S.C. § 230",
"popular_name_for_this_specific_section_of_the_law": "Communications Decency Act - Protection for 'Good Samaritan' Blocking and Screening of Offensive Material",
"why_this_law": "This law provides immunity to online intermediaries that host or republish speech. The restrictions clause could infringe on the accepting party's right to free speech and expression by imposing overly broad limitations.",
"url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title47-section230&num=0&edition=prelim"
},
{
"law": "17 U.S.C. § 1201(f)",
"popular_name_for_this_specific_section_of_the_law": "Digital Millennium Copyright Act - Exemption for Reverse Engineering",
"why_this_law": "This law provides an exemption for reverse engineering for the purpose of achieving interoperability with other programs. The restrictions clause limits this right, potentially infringing on the accepting party's ability to ensure compatibility.",
"url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title17-section1201&num=0&edition=prelim"
},
{
"law": "17 U.S.C. § 117(a)",
"popular_name_for_this_specific_section_of_the_law": "Copyright Act - Limitations on Exclusive Rights: Computer Programs",
"why_this_law": "This law allows the owner of a copy of a computer program to make another copy or adaptation for utilization. The restrictions clause limits this right, potentially infringing on the accepting party's ability to make necessary modifications.",
"url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title17-section117&num=0&edition=prelim"
}
],
"UCC_laws": [
{
"law": "UCC § 2-302",
"popular_name_for_this_specific_section_of_the_law": "Unconscionable Contract or Clause",
"why_this_law": "This law allows courts to refuse to enforce contracts or clauses that are found to be unconscionable. The restrictions clause could be seen as overly broad, vague, or excessively restrictive, imposing an unreasonable burden on the accepting party.",
"url": "https://www.law.cornell.edu/ucc/2/2-302"
},
{
"law": "UCC § 2-719",
"popular_name_for_this_specific_section_of_the_law": "Contractual Modification or Limitation of Remedy",
"why_this_law": "This law requires that contractual limitations on remedies be reasonable and not fail of their essential purpose. The restrictions clause could be seen as unreasonable, limiting the accepting party's ability to fully utilize the software.",
"url": "https://www.law.cornell.edu/ucc/2/2-719"
}
],
"CFR_regulations": [
{
"US_government_agency": "Department of Commerce",
"regulation": "15 C.F.R. § 700.13",
"popular_name_for_this_specific_part_of_the_regulation": "Defense Priorities and Allocations System - General Provisions",
"why_this_regulation": "This regulation ensures that terms and conditions in commercial transactions are clear and not overly burdensome. The restrictions clause could be seen as overly broad and vague, leading to unintended legal consequences for the accepting party.",
"url": "https://www.ecfr.gov/current/title-15/subtitle-B/chapter-VII/subchapter-A/part-700"
},
{
"US_government_agency": "U.S. Copyright Office",
"regulation": "37 C.F.R. § 201.40",
"popular_name_for_this_specific_part_of_the_regulation": "Exemption to Prohibition on Circumvention of Copyright Protection Systems for Access Control Technologies",
"why_this_regulation": "This regulation provides guidelines on the fair use of copyrighted works, including the creation of derivative works and reverse engineering for purposes such as research and teaching. The restrictions clause limits these fair use rights.",
"url": "https://www.ecfr.gov/current/title-37/chapter-II/part-201/section-201.40"
}
],
"Washington_state_laws": [
{
"state": "Washington",
"law": "RCW 19.86.020",
"popular_name_for_this_specific_section_of_the_law": "Washington Consumer Protection Act - Unfair Competition, Practices, Declared Unlawful",
"why_this_law": "This law prohibits unfair or deceptive acts or practices in trade or commerce. The restrictions clause could be seen as overly broad and vague, leading to arbitrary enforcement against the accepting party.",
"url": "https://app.leg.wa.gov/RCW/default.aspx?cite=19.86.020"
},
{
"state": "Washington",
"law": "RCW 49.60.030",
"popular_name_for_this_specific_section_of_the_law": "Washington Law Against Discrimination - Freedom from Discrimination",
"why_this_law": "This law guarantees the right to be free from discrimination. The restrictions clause's vague language could lead to discriminatory enforcement, infringing on the accepting party's rights.",
"url": "https://app.leg.wa.gov/RCW/default.aspx?cite=49.60.030"
},
{
"state": "Washington",
"law": "RCW 19.86.030",
"popular_name_for_this_specific_section_of_the_law": "Washington Consumer Protection Act - Contracts, Combinations, Conspiracies in Restraint of Trade Declared Unlawful",
"why_this_law": "This law declares contracts in restraint of trade to be unlawful. The restrictions clause's prohibition on reverse engineering and creating derivative works could be seen as a restraint of trade, limiting the accepting party's ability to compete or innovate.",
"url": "https://app.leg.wa.gov/RCW/default.aspx?cite=19.86.030"
}
],
"recommendations": {
"for_accepting_party_lawyers": [
{
"action": "Challenge the overly broad and vague language in the restrictions clause.",
"legal_basis": "15 U.S.C. § 45 (Federal Trade Commission Act - Unfair or Deceptive Acts or Practices), RCW 19.86.020 (Washington Consumer Protection Act - Unfair Competition, Practices, Declared Unlawful)",
"steps": [
"Review the specific language of the restrictions clause to identify terms that are overly broad or vague.",
"Prepare a legal argument highlighting how these terms could lead to unfair penalties or enforcement actions.",
"File a complaint with the Federal Trade Commission (FTC) and the Washington State Attorney General's Office."
]
},
{
"action": "Assert the right to reverse engineer for interoperability and fair use.",
"legal_basis": "17 U.S.C. § 1201(f) (Digital Millennium Copyright Act - Exemption for Reverse Engineering), 37 C.F.R. § 201.40 (Exemption to Prohibition on Circumvention of Copyright Protection Systems for Access Control Technologies)",
"steps": [
"Document the necessity of reverse engineering for achieving interoperability with other programs.",
"Prepare a legal argument citing the exemptions provided under 17 U.S.C. § 1201(f) and 37 C.F.R. § 201.40.",
"Negotiate with LinkedIn to amend the restrictions clause to explicitly allow for reverse engineering for interoperability."
]
},
{
"action": "Ensure the right to make necessary modifications to the software.",
"legal_basis": "17 U.S.C. § 117(a) (Copyright Act - Limitations on Exclusive Rights: Computer Programs)",
"steps": [
"Document instances where modifications to the software are necessary for utilization.",
"Prepare a legal argument citing 17 U.S.C. § 117(a) which allows the owner of a copy of a computer program to make another copy or adaptation.",
"Negotiate with LinkedIn to amend the restrictions clause to explicitly allow for necessary modifications."
]
}
],
"for_offering_party_lawyers": [
{
"action": "Clarify and narrow the language in the restrictions clause to avoid vagueness and overbreadth.",
"legal_basis": "UCC § 2-302 (Unconscionable Contract or Clause), 15 C.F.R. § 700.13 (Defense Priorities and Allocations System - General Provisions)",
"steps": [
"Review the current language of the restrictions clause to identify terms that could be considered overly broad or vague.",
"Propose specific, clear, and narrowly tailored language to replace the problematic terms.",
"Update the End User License Agreement (EULA) to reflect these changes and ensure compliance with UCC § 2-302 and 15 C.F.R. § 700.13."
]
},
{
"action": "Ensure that any limitations on remedies are reasonable and do not fail of their essential purpose.",
"legal_basis": "UCC § 2-719 (Contractual Modification or Limitation of Remedy)",
"steps": [
"Review the current limitations on remedies in the EULA to ensure they are reasonable.",
"Propose amendments to the EULA to ensure that limitations on remedies do not fail of their essential purpose.",
"Update the EULA to reflect these changes and ensure compliance with UCC § 2-719."
]
},
{
"action": "Ensure compliance with state laws regarding unfair competition and discrimination.",
"legal_basis": "RCW 19.86.020 (Washington Consumer Protection Act - Unfair Competition, Practices, Declared Unlawful), RCW 49.60.030 (Washington Law Against Discrimination - Freedom from Discrimination)",
"steps": [
"Review the restrictions clause to ensure it does not contain language that could be considered unfair or discriminatory.",
"Propose amendments to the EULA to remove or clarify any potentially problematic language.",
"Update the EULA to reflect these changes and ensure compliance with RCW 19.86.020 and RCW 49.60.030."
]
}
],
"for_judges": [
{
"action": "Evaluate the fairness and clarity of the restrictions clause.",
"legal_basis": "UCC § 2-302 (Unconscionable Contract or Clause), 15 C.F.R. § 700.13 (Defense Priorities and Allocations System - General Provisions)",
"steps": [
"Review the specific language of the restrictions clause to determine if it is overly broad or vague.",
"Consider the impact of the clause on the accepting party's rights and obligations.",
"Issue a ruling that requires the offering party to amend the clause to ensure it is fair and clear."
]
},
{
"action": "Ensure that the EULA does not infringe on the accepting party's statutory rights.",
"legal_basis": "17 U.S.C. § 1201(f) (Digital Millennium Copyright Act - Exemption for Reverse Engineering), 17 U.S.C. § 117(a) (Copyright Act - Limitations on Exclusive Rights: Computer Programs)",
"steps": [
"Review the EULA to ensure it does not prohibit reverse engineering for interoperability or necessary modifications.",
"Consider the statutory rights provided under 17 U.S.C. § 1201(f) and 17 U.S.C. § 117(a).",
"Issue a ruling that requires the offering party to amend the EULA to explicitly allow for these statutory rights."
]
},
{
"action": "Ensure that the EULA complies with state laws regarding unfair competition and discrimination.",
"legal_basis": "RCW 19.86.020 (Washington Consumer Protection Act - Unfair Competition, Practices, Declared Unlawful), RCW 49.60.030 (Washington Law Against Discrimination - Freedom from Discrimination)",
"steps": [
"Review the EULA to ensure it does not contain language that could be considered unfair or discriminatory.",
"Consider the impact of the clause on the accepting party's rights under state law.",
"Issue a ruling that requires the offering party to amend the EULA to ensure compliance with RCW 19.86.020 and RCW 49.60.030."
]
}
]
}
}
}
{
"section_header": "13. General",
"section_body": [
"If you live in the Designated Countries: a) you and
LinkedIn Ireland agree that the laws of Ireland,
excluding conflict of laws rules, shall exclusively
govern any dispute relating to this EULA, the
Software and/or LinkedIn Service; and b) you and
LinkedIn Ireland agree that claims and disputes can
be litigated only in Dublin, Ireland, and we each
agree to personal jurisdiction of the courts located
in Dublin, Ireland. For others outside of Designated
Countries, including those who live outside of the
United States: a) you and LinkedIn agree that the
laws of the State of California, U.S.A., excluding
its conflict of laws rules, shall exclusively govern
any dispute relating to this EULA, the Software and/
or LinkedIn Service; and b) you and LinkedIn both
agree that all claims and disputes can be litigated
only in the federal or state courts in Santa Clara
County, California, USA, and you and LinkedIn each
agree to personal jurisdiction in those courts. This
EULA constitutes the entire agreement between you and
LinkedIn regarding the Software. If any provision of
this EULA is held by a court of competent
jurisdiction to be contrary to law, such provision
will be changed and interpreted so as to best
accomplish the objectives of the original provision
to the fullest extent allowed by law and the
remaining provisions of this EULA will remain in full
force and effect. You may not assign this EULA, and
any assignment of this EULA by you will be null and
void. LinkedIn, LinkedIn (stylized), the \"in\" logos,
and other LinkedIn-owned logos and names are
trademarks of LinkedIn and its affiliates. You agree
not to display or use these trademarks in any manner
without LinkedIn's prior, written permission. The
section titles and numbering of this EULA are
displayed for convenience and have no legal effect."
],
"legal_review": {
"document_title": "LinkedIn End User License Agreement (EULA)",
"section_header": "13. General",
"offering_party": "LinkedIn",
"accepting_party": "individual or entity",
"accepting_party_state": "Washington",
"USC_laws": [
{
"law": "28 U.S.C. § 1404(a)",
"popular_name_for_this_specific_section_of_the_law": "Change of Venue",
"why_this_law": "28 U.S.C. § 1404(a) allows for the transfer of a case to a more convenient forum for the parties and witnesses, in the interest of justice. This statute supports the accepting party's right to request a transfer to a more convenient jurisdiction, countering the restrictive clause in the EULA that mandates litigation in a distant forum.",
"url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title28-section1404&num=0&edition=prelim"
},
{
"law": "28 U.S.C. § 1391(b)",
"popular_name_for_this_specific_section_of_the_law": "Venue Generally",
"why_this_law": "28 U.S.C. § 1391(b) provides that a civil action may be brought in a judicial district where any defendant resides, if all defendants are residents of the State in which the district is located, or a judicial district in which a substantial part of the events or omissions giving rise to the claim occurred. This statute supports the accepting party's right to litigate in a jurisdiction that is more closely connected to the dispute, rather than being forced to litigate in a distant forum as mandated by the EULA.",
"url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title28-section1391&num=0&edition=prelim"
}
],
"UCC_laws": [
{
"law": "UCC § 2-207",
"popular_name_for_this_specific_section_of_the_law": "Additional Terms in Acceptance or Confirmation",
"why_this_law": "UCC § 2-207 addresses the 'battle of the forms' and provides that additional terms in a contract between merchants become part of the contract unless they materially alter it or notification of objection to them has already been given or is given within a reasonable time. This section supports the accepting party's right to object to terms that materially alter the agreement, such as restrictive jurisdiction and governing law clauses, which could impose significant burdens.",
"url": "https://www.law.cornell.edu/ucc/2/2-207"
},
{
"law": "UCC § 2-210",
"popular_name_for_this_specific_section_of_the_law": "Delegation of Performance; Assignment of Rights",
"why_this_law": "UCC § 2-210 allows for the delegation of performance and assignment of rights under a contract unless the other party has a substantial interest in having the original promisor perform or control the acts required by the contract. This section supports the accepting party's right to assign their rights and obligations under the EULA, countering any clause that might unjustly restrict such assignments.",
"url": "https://www.law.cornell.edu/ucc/2/2-210"
}
],
"CFR_regulations": [
{
"US_government_agency": "Department of Justice",
"regulation": "28 C.F.R. § 50.24",
"popular_name_for_this_specific_part_of_the_regulation": "Principles of Fairness in the Administration of Justice",
"why_this_regulation": "28 C.F.R. § 50.24 outlines the principles of fairness in the administration of justice, including the right to access courts and legal remedies without undue burden. By mandating a specific jurisdiction and governing law, the EULA could be seen as creating an undue burden on the accepting party, thus infringing on their rights to fair access to legal recourse.",
"url": "https://www.ecfr.gov/current/title-28/section-50.24"
}
],
"Washington_state_laws": [
{
"state": "Washington",
"law": "RCW 19.86.090",
"popular_name_for_this_specific_section_of_the_law": "Washington Consumer Protection Act",
"why_this_law": "RCW 19.86.090 of the Washington Consumer Protection Act allows consumers to bring actions in the courts of Washington State for unfair or deceptive acts in trade or commerce. This law supports the accepting party's right to litigate disputes in their local jurisdiction, countering the EULA's requirement to litigate in a distant forum, which could be seen as an unfair or deceptive practice.",
"url": "https://app.leg.wa.gov/RCW/default.aspx?cite=19.86.090"
},
{
"state": "Washington",
"law": "RCW 62A.2-210",
"popular_name_for_this_specific_section_of_the_law": "Delegation of Performance; Assignment of Rights",
"why_this_law": "RCW 62A.2-210 of the Uniform Commercial Code as adopted in Washington State allows for the assignment of rights and delegation of duties under a contract unless the assignment materially changes the duty of the other party, increases materially the burden or risk imposed on the other party, or impairs materially the other party's chance of obtaining return performance. This law supports the accepting party's right to assign the EULA under reasonable circumstances, countering any overly restrictive clauses.",
"url": "https://app.leg.wa.gov/RCW/default.aspx?cite=62A.2-210"
}
],
"recommendations": {
"for_accepting_party_lawyers": [
{
"action": "Challenge the jurisdiction and governing law clauses in the EULA",
"legal_basis": "28 U.S.C. § 1404(a) and 28 U.S.C. § 1391(b)",
"steps": [
"File a motion to transfer the case to a more convenient forum under 28 U.S.C. § 1404(a), citing the inconvenience and undue burden on the accepting party.",
"Argue that under 28 U.S.C. § 1391(b), the case should be heard in a jurisdiction where a substantial part of the events or omissions giving rise to the claim occurred, or where the defendant resides."
]
},
{
"action": "Object to terms that materially alter the agreement",
"legal_basis": "UCC § 2-207",
"steps": [
"Review the EULA for any terms that materially alter the agreement, such as restrictive jurisdiction and governing law clauses.",
"Provide timely notification of objection to these terms under UCC § 2-207."
]
},
{
"action": "Assert the right to assign rights and delegate duties under the EULA",
"legal_basis": "UCC § 2-210 and RCW 62A.2-210",
"steps": [
"Evaluate whether the assignment of rights or delegation of duties materially changes the duty of LinkedIn, increases the burden or risk, or impairs LinkedIn's chance of obtaining return performance.",
"If not, proceed with the assignment or delegation and notify LinkedIn of the action."
]
},
{
"action": "File a claim under the Washington Consumer Protection Act",
"legal_basis": "RCW 19.86.090",
"steps": [
"Gather evidence of any unfair or deceptive acts in trade or commerce by LinkedIn.",
"File a claim in the courts of Washington State under RCW 19.86.090, arguing that the EULA's jurisdiction clause is unfair and deceptive."
]
}
],
"for_offering_party_lawyers": [
{
"action": "Defend the jurisdiction and governing law clauses in the EULA",
"legal_basis": "Contractual freedom and enforceability of forum selection clauses",
"steps": [
"Argue that the accepting party agreed to the jurisdiction and governing law clauses when they accepted the EULA.",
"Cite case law supporting the enforceability of forum selection clauses in contracts."
]
},
{
"action": "Ensure compliance with principles of fairness in the administration of justice",
"legal_basis": "28 C.F.R. § 50.24",
"steps": [
"Review the EULA to ensure that it does not create an undue burden on the accepting party's right to access courts and legal remedies.",
"Consider revising the EULA to include more balanced jurisdiction and governing law clauses that comply with 28 C.F.R. § 50.24."
]
},
{
"action": "Address objections to additional terms in the EULA",
"legal_basis": "UCC § 2-207",
"steps": [
"Review any objections raised by the accepting party regarding additional terms in the EULA.",
"Determine whether the additional terms materially alter the agreement and respond accordingly."
]
},
{
"action": "Evaluate the impact of assignment and delegation under the EULA",
"legal_basis": "UCC § 2-210 and RCW 62A.2-210",
"steps": [
"Assess whether the assignment of rights or delegation of duties by the accepting party materially changes LinkedIn's duties, increases the burden or risk, or impairs LinkedIn's chance of obtaining return performance.",
"If the assignment or delegation is permissible, acknowledge and document the change."
]
}
],
"for_judges": [
{
"action": "Evaluate motions to transfer venue",
"legal_basis": "28 U.S.C. § 1404(a) and 28 U.S.C. § 1391(b)",
"steps": [
"Review the motion to transfer venue filed by the accepting party under 28 U.S.C. § 1404(a).",
"Consider the convenience of the parties and witnesses, and the interest of justice in determining whether to grant the motion.",
"Assess whether the case should be heard in a jurisdiction more closely connected to the dispute under 28 U.S.C. § 1391(b)."
]
},
{
"action": "Assess the enforceability of forum selection clauses",
"legal_basis": "Contract law and principles of fairness",
"steps": [
"Examine the forum selection clause in the EULA to determine its enforceability.",
"Consider whether enforcing the clause would create an undue burden on the accepting party, in light of 28 C.F.R. § 50.24."
]
},
{
"action": "Review objections to additional terms in the EULA",
"legal_basis": "UCC § 2-207",
"steps": [
"Evaluate any objections raised by the accepting party regarding additional terms in the EULA.",
"Determine whether the additional terms materially alter the agreement and whether the objections were made within a reasonable time."
]
},
{
"action": "Consider the validity of assignment and delegation under the EULA",
"legal_basis": "UCC § 2-210 and RCW 62A.2-210",
"steps": [
"Review the circumstances of any assignment of rights or delegation of duties under the EULA.",
"Determine whether the assignment or delegation materially changes the duty of LinkedIn, increases the burden or risk, or impairs LinkedIn's chance of obtaining return performance."
]
}
]
}
}
}
marcfawzi
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