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legal-and-risk-analysis-of-terms-and-conditions-for-lawyers-and-CROs.json
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| { | |
| "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 (EULA) for LinkedIn Software", | |
| "section_header": "7. Right to Terminate or Modify Software", | |
| "offering_party": "LinkedIn", | |
| "accepting_party": "individual or entity", | |
| "accepting_party_state": "Washington", | |
| "key_issues": [ | |
| "Unilateral Modification of Terms Without Notice", | |
| "Termination Without Notice", | |
| "Lack of Informed Consent", | |
| "Potential Disruption to Professional Activities" | |
| ], | |
| "USC_laws": [ | |
| { | |
| "law": "15 U.S.C. § 45", | |
| "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 commerce. Allowing LinkedIn to unilaterally change the EULA without notice can be considered deceptive because it significantly alters the terms of use without the user's informed consent, potentially misleading the user about their rights and obligations.", | |
| "url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section45&num=0&edition=prelim" | |
| } | |
| ], | |
| "UCC_laws": [ | |
| { | |
| "law": "U.C.C. § 2-209(2)", | |
| "popular_name_for_this_specific_section_of_the_law": "Modification, Rescission and Waiver", | |
| "why_this_law": "This law states that a signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded. This supports the accepting party's right to be informed and to consent to any changes in the contract terms, ensuring that any modifications are mutually agreed upon.", | |
| "url": "https://www.law.cornell.edu/ucc/2/2-209" | |
| }, | |
| { | |
| "law": "U.C.C. § 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 unconscionable contracts or clauses. This supports the accepting party's right to challenge terms that are unfairly one-sided or oppressive, ensuring that the contract remains fair and reasonable.", | |
| "url": "https://www.law.cornell.edu/ucc/2/2-302" | |
| } | |
| ], | |
| "CFR_regulations": [ | |
| { | |
| "regulation": "16 C.F.R. § 233.1", | |
| "popular_name_for_this_specific_part_of_the_regulation": "Deceptive Pricing", | |
| "source_of_regulation": "Federal Trade Commission (FTC)", | |
| "why_this_regulation": "This regulation prohibits unfair or deceptive acts or practices in commerce. Allowing LinkedIn to change the Software and EULA without notice can be seen as deceptive because it does not provide the accepting party with clear and adequate information about the changes, potentially misleading them about the terms of use.", | |
| "url": "https://www.ecfr.gov/current/title-16/chapter-I/subchapter-D/part-233/section-233.1" | |
| }, | |
| { | |
| "regulation": "16 C.F.R. § 238.0", | |
| "popular_name_for_this_specific_part_of_the_regulation": "Unfair or Deceptive Acts or Practices", | |
| "source_of_regulation": "Federal Trade Commission (FTC)", | |
| "why_this_regulation": "This regulation addresses unfair or deceptive acts or practices in commerce. Allowing LinkedIn to change the Software and EULA without notice can be seen as unfair because it does not provide the accepting party with clear and adequate information about the changes, potentially misleading them about the terms of use.", | |
| "url": "https://www.ecfr.gov/current/title-16/chapter-I/subchapter-D/part-238/section-238.0" | |
| } | |
| ], | |
| "Washington_state_laws": [ | |
| { | |
| "law": "RCW 19.86.020", | |
| "popular_name_for_this_specific_section_of_the_law": "Unfair or Deceptive Acts or Practices", | |
| "why_this_law": "This section of the Washington Consumer Protection Act prohibits unfair or deceptive acts or practices in trade or commerce. Allowing LinkedIn to unilaterally change the terms without notice can be considered deceptive because it significantly alters the user's obligations or rights without their informed consent.", | |
| "url": "https://app.leg.wa.gov/RCW/default.aspx?cite=19.86.020" | |
| } | |
| ], | |
| "recommendations": { | |
| "for_accepting_party_lawyers": [ | |
| { | |
| "action": "Challenge the unilateral modification clause", | |
| "legal_basis": "15 U.S.C. § 45 (Unfair or Deceptive Acts or Practices), U.C.C. § 2-209(2) (Modification, Rescission and Waiver), RCW 19.86.020 (Unfair or Deceptive Acts or Practices)", | |
| "steps": [ | |
| "File a complaint with the Federal Trade Commission (FTC) citing 15 U.S.C. § 45, arguing that the unilateral modification clause is deceptive.", | |
| "Seek a declaratory judgment in state court under RCW 19.86.020 to declare the clause unenforceable.", | |
| "Argue that the clause violates U.C.C. § 2-209(2) by not requiring mutual consent for modifications." | |
| ] | |
| }, | |
| { | |
| "action": "Seek injunctive relief to prevent termination without notice", | |
| "legal_basis": "U.C.C. § 2-302 (Unconscionable Contract or Clause), 16 C.F.R. § 238.0 (Unfair or Deceptive Acts or Practices)", | |
| "steps": [ | |
| "File a motion for a preliminary injunction in federal court to prevent LinkedIn from terminating the agreement without notice.", | |
| "Argue that the termination clause is unconscionable under U.C.C. § 2-302.", | |
| "Present evidence that the lack of notice disrupts professional activities, violating 16 C.F.R. § 238.0." | |
| ] | |
| } | |
| ], | |
| "for_offering_party_lawyers": [ | |
| { | |
| "action": "Revise the EULA to include notice requirements for modifications and terminations", | |
| "legal_basis": "15 U.S.C. § 45 (Unfair or Deceptive Acts or Practices), RCW 19.86.020 (Unfair or Deceptive Acts or Practices)", | |
| "steps": [ | |
| "Draft amendments to the EULA that require a 30-day notice period for any modifications or terminations.", | |
| "Ensure that the revised EULA is clearly communicated to all users, with an option to accept or reject the new terms.", | |
| "Conduct a legal review to ensure compliance with 15 U.S.C. § 45 and RCW 19.86.020." | |
| ] | |
| }, | |
| { | |
| "action": "Implement a user consent mechanism for EULA changes", | |
| "legal_basis": "U.C.C. § 2-209(2) (Modification, Rescission and Waiver), 16 C.F.R. § 233.1 (Deceptive Pricing)", | |
| "steps": [ | |
| "Develop a system that requires users to electronically sign any modifications to the EULA.", | |
| "Ensure that the system provides clear and adequate information about the changes, in compliance with 16 C.F.R. § 233.1.", | |
| "Regularly audit the consent mechanism to ensure it meets the requirements of U.C.C. § 2-209(2)." | |
| ] | |
| } | |
| ], | |
| "for_judges": [ | |
| { | |
| "action": "Evaluate the fairness and enforceability of the unilateral modification and termination clauses", | |
| "legal_basis": "U.C.C. § 2-302 (Unconscionable Contract or Clause), RCW 19.86.020 (Unfair or Deceptive Acts or Practices)", | |
| "steps": [ | |
| "Review the terms of the EULA to determine if the unilateral modification and termination clauses are unconscionable under U.C.C. § 2-302.", | |
| "Consider the impact of these clauses on the accepting party's professional activities and whether they constitute unfair or deceptive practices under RCW 19.86.020.", | |
| "Issue a ruling that balances the interests of both parties while upholding the principles of fairness and informed consent." | |
| ] | |
| }, | |
| { | |
| "action": "Ensure compliance with federal and state consumer protection laws", | |
| "legal_basis": "15 U.S.C. § 45 (Unfair or Deceptive Acts or Practices), 16 C.F.R. § 238.0 (Unfair or Deceptive Acts or Practices)", | |
| "steps": [ | |
| "Assess whether LinkedIn's practices comply with 15 U.S.C. § 45 and 16 C.F.R. § 238.0.", | |
| "Order LinkedIn to provide adequate notice and obtain informed consent for any EULA changes if found non-compliant.", | |
| "Monitor LinkedIn's compliance with the court's orders to ensure ongoing adherence to consumer protection laws." | |
| ] | |
| } | |
| ] | |
| } | |
| } | |
| }, | |
| { | |
| "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", | |
| "key_issues": [ | |
| "The requirement to associate the Software with a LinkedIn account for full functionality may limit the user's ability to use the Software freely.", | |
| "The clause may create ambiguity regarding the level of functionality available without a LinkedIn account, potentially misleading users about the capabilities of the Software.", | |
| "The requirement to associate the Software with a LinkedIn account could be seen as a way to compel users to provide personal data." | |
| ], | |
| "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 commerce. If LinkedIn's requirement to associate the Software with an account for full functionality is deemed unfair or deceptive, it could be challenged under this statute. This ensures that users are not misled about the capabilities of the Software and are not unfairly compelled to provide personal data.", | |
| "url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section45&num=0&edition=prelim" | |
| }, | |
| { | |
| "law": "15 U.S.C. §§ 6501-6506", | |
| "popular_name_for_this_specific_section_of_the_law": "Children's Online Privacy Protection Act (COPPA)", | |
| "why_this_law": "If the accepting party includes children under the age of 13, COPPA requires verifiable parental consent before collecting personal information from children. The requirement to associate the Software with a LinkedIn account could be challenged if it involves collecting personal data from children without proper consent, thereby protecting the privacy rights of minors.", | |
| "url": "https://uscode.house.gov/view.xhtml?path=/prelim@title15/chapter91&edition=prelim" | |
| } | |
| ], | |
| "UCC_laws": [ | |
| { | |
| "law": "U.C.C. § 2-313", | |
| "popular_name_for_this_specific_section_of_the_law": "Express Warranties by Affirmation, Promise, Description, Sample", | |
| "why_this_law": "This section of the UCC establishes that any affirmation of fact or promise made by the seller to the buyer which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods shall conform to the affirmation or promise. The clause in question must clearly communicate the functionality and limitations of the Software to avoid misleading the accepting party, ensuring that users have a clear understanding of what they are agreeing to.", | |
| "url": "https://www.law.cornell.edu/ucc/2/2-313" | |
| }, | |
| { | |
| "law": "U.C.C. § 2-302", | |
| "popular_name_for_this_specific_section_of_the_law": "Unconscionable Contract or Clause", | |
| "why_this_law": "This section of the UCC allows courts to refuse to enforce a contract or clause that is found to be unconscionable at the time it was made. If the clause is found to be misleading or unfairly restrictive, it could be deemed unconscionable, thereby protecting the accepting party's rights and ensuring that the terms are fair and reasonable.", | |
| "url": "https://www.law.cornell.edu/ucc/2/2-302" | |
| } | |
| ], | |
| "CFR_regulations": [ | |
| { | |
| "regulation": "16 C.F.R. § 312.5", | |
| "popular_name_for_this_specific_part_of_the_regulation": "Parental Consent", | |
| "source_of_regulation": "Federal Trade Commission (FTC)", | |
| "why_this_regulation": "This regulation ensures that users, particularly minors, have the right to consent to the use of their personal information. By requiring full functionality to be tied to a LinkedIn account, LinkedIn may be indirectly collecting personal information without explicit consent, which could infringe on user rights, especially those of minors.", | |
| "url": "https://www.ecfr.gov/current/title-16/chapter-I/subchapter-C/part-312" | |
| }, | |
| { | |
| "regulation": "16 C.F.R. § 312.7", | |
| "popular_name_for_this_specific_part_of_the_regulation": "Prohibition Against Conditioning a Child's Participation on Collection of Personal Information", | |
| "source_of_regulation": "Federal Trade Commission (FTC)", | |
| "why_this_regulation": "This regulation prohibits conditioning a child's participation in an activity on the collection of personal information. By requiring full functionality to be tied to a LinkedIn account, LinkedIn may be indirectly conditioning the use of their service on the collection of personal information, which could infringe on user rights, particularly those of children.", | |
| "url": "https://www.ecfr.gov/current/title-16/chapter-I/subchapter-C/part-312" | |
| } | |
| ], | |
| "Washington_state_laws": [ | |
| { | |
| "law": "RCW 19.86.020", | |
| "popular_name_for_this_specific_section_of_the_law": "Washington Consumer Protection Act - Unfair or Deceptive Acts or Practices", | |
| "why_this_law": "This section of the Washington Consumer Protection Act prohibits unfair or deceptive acts or practices in trade or commerce. Limiting functionality without clear disclosure could be considered deceptive, ensuring that users in Washington are not misled about the capabilities of the Software.", | |
| "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 for full functionality.", | |
| "legal_basis": "15 U.S.C. § 45 (Federal Trade Commission Act - Unfair or Deceptive Acts or Practices)", | |
| "steps": [ | |
| "Gather evidence showing how the requirement limits the user's ability to use the Software freely.", | |
| "Demonstrate how the clause creates ambiguity regarding the level of functionality available without a LinkedIn account.", | |
| "File a complaint with the Federal Trade Commission (FTC) alleging that the practice is unfair or deceptive." | |
| ] | |
| }, | |
| { | |
| "action": "Ensure compliance with COPPA if the accepting party includes children under the age of 13.", | |
| "legal_basis": "15 U.S.C. §§ 6501-6506 (Children's Online Privacy Protection Act)", | |
| "steps": [ | |
| "Verify if the Software collects personal information from children under 13.", | |
| "Ensure that verifiable parental consent is obtained before any personal information is collected.", | |
| "File a complaint with the FTC if LinkedIn is found to be non-compliant with COPPA." | |
| ] | |
| }, | |
| { | |
| "action": "Argue that the clause is unconscionable under the UCC.", | |
| "legal_basis": "U.C.C. § 2-302 (Unconscionable Contract or Clause)", | |
| "steps": [ | |
| "Collect evidence showing that the clause is misleading or unfairly restrictive.", | |
| "File a motion in court to have the clause declared unconscionable.", | |
| "Seek a court order to modify or remove the clause from the agreement." | |
| ] | |
| } | |
| ], | |
| "for_offering_party_lawyers": [ | |
| { | |
| "action": "Clarify the functionality and limitations of the Software in the EULA.", | |
| "legal_basis": "U.C.C. § 2-313 (Express Warranties by Affirmation, Promise, Description, Sample)", | |
| "steps": [ | |
| "Review the current language in the EULA to identify any ambiguities.", | |
| "Update the EULA to clearly communicate the functionality and limitations of the Software.", | |
| "Ensure that all marketing materials and user guides are consistent with the updated EULA." | |
| ] | |
| }, | |
| { | |
| "action": "Ensure compliance with COPPA and FTC regulations regarding parental consent and data collection.", | |
| "legal_basis": "16 C.F.R. § 312.5 (Parental Consent) and 16 C.F.R. § 312.7 (Prohibition Against Conditioning a Child's Participation on Collection of Personal Information)", | |
| "steps": [ | |
| "Implement a system to obtain verifiable parental consent before collecting personal information from children under 13.", | |
| "Review and update data collection practices to ensure they do not condition a child's participation on the collection of personal information.", | |
| "Conduct regular audits to ensure ongoing compliance with COPPA and FTC regulations." | |
| ] | |
| }, | |
| { | |
| "action": "Ensure compliance with the Washington Consumer Protection Act.", | |
| "legal_basis": "RCW 19.86.020 (Washington Consumer Protection Act - Unfair or Deceptive Acts or Practices)", | |
| "steps": [ | |
| "Review the EULA to ensure that all terms are clearly disclosed and not misleading.", | |
| "Update the EULA to provide clear information about the functionality available without a LinkedIn account.", | |
| "Conduct training for customer service representatives to ensure they can accurately explain the Software's capabilities to users." | |
| ] | |
| } | |
| ], | |
| "for_judges": [ | |
| { | |
| "action": "Evaluate whether the requirement to associate the Software with a LinkedIn account is unfair or deceptive.", | |
| "legal_basis": "15 U.S.C. § 45 (Federal Trade Commission Act - Unfair or Deceptive Acts or Practices)", | |
| "steps": [ | |
| "Review evidence presented by both parties regarding the impact of the requirement on users.", | |
| "Consider whether the requirement limits the user's ability to use the Software freely and creates ambiguity.", | |
| "Issue a ruling on whether the practice is unfair or deceptive under the FTC Act." | |
| ] | |
| }, | |
| { | |
| "action": "Determine if the clause is unconscionable under the UCC.", | |
| "legal_basis": "U.C.C. § 2-302 (Unconscionable Contract or Clause)", | |
| "steps": [ | |
| "Review the terms of the EULA and the context in which it was agreed upon.", | |
| "Consider evidence showing that the clause is misleading or unfairly restrictive.", | |
| "Issue a ruling on whether the clause is unconscionable and, if so, modify or remove the clause." | |
| ] | |
| }, | |
| { | |
| "action": "Ensure compliance with COPPA and FTC regulations regarding parental consent and data collection.", | |
| "legal_basis": "15 U.S.C. §§ 6501-6506 (Children's Online Privacy Protection Act) and 16 C.F.R. § 312.5 (Parental Consent)", | |
| "steps": [ | |
| "Review evidence to determine if LinkedIn is collecting personal information from children under 13 without verifiable parental consent.", | |
| "Consider whether the requirement to associate the Software with a LinkedIn account conditions a child's participation on the collection of personal information.", | |
| "Issue a ruling on whether LinkedIn's practices comply with COPPA and FTC regulations." | |
| ] | |
| } | |
| ] | |
| } | |
| } | |
| } | |
| { | |
| "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", | |
| "key_issues": [ | |
| "Ownership and Intellectual Property Rights", | |
| "Limitations on Granted Rights", | |
| "Restrictions on Modifications and Improvements", | |
| "Potential Unconscionability of the Clause", | |
| "Fair Use and Customary Rights" | |
| ], | |
| "USC_laws": [ | |
| { | |
| "law": "17 U.S.C. § 117", | |
| "popular_name_for_this_specific_section_of_the_law": "Computer Program Adaptations", | |
| "why_this_law": "17 U.S.C. § 117 allows the owner of a copy of a computer program 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 make necessary adaptations to the software for their use, even if the EULA does not explicitly grant these rights.", | |
| "url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title17-section117&num=0&edition=prelim" | |
| }, | |
| { | |
| "law": "15 U.S.C. § 1", | |
| "popular_name_for_this_specific_section_of_the_law": "Sherman Antitrust Act", | |
| "why_this_law": "15 U.S.C. § 1 addresses antitrust laws, prohibiting contracts, combinations, or conspiracies in restraint of trade or commerce. If LinkedIn's EULA is found to excessively restrict the accepting party's use of the software, it could be seen as an unreasonable restraint of trade, thus supporting the accepting party's rights to fair use and competition.", | |
| "url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section1&num=0&edition=prelim" | |
| } | |
| ], | |
| "UCC_laws": [ | |
| { | |
| "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 unconscionable contracts or clauses within contracts. If the clause in question is deemed overly restrictive or unfair to the accepting party, it may be considered unconscionable and thus unenforceable, protecting the accepting party from unfair terms.", | |
| "url": "https://www.law.cornell.edu/ucc/2/2-302" | |
| }, | |
| { | |
| "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. If the EULA's restrictions are seen as excluding or modifying implied warranties or rights, this section may provide grounds for challenging the clause, ensuring that the accepting party retains their implied rights.", | |
| "url": "https://www.law.cornell.edu/ucc/2/2-316" | |
| } | |
| ], | |
| "CFR_regulations": [ | |
| { | |
| "regulation": "37 C.F.R. § 201.40", | |
| "popular_name_for_this_specific_part_of_the_regulation": "Copyright Office Regulations on Software", | |
| "source_of_regulation": "U.S. Copyright Office", | |
| "why_this_regulation": "37 C.F.R. § 201.40 outlines the rights of users to make certain uses of copyrighted works, including software, under specific conditions. This regulation supports the accepting party's rights to use the software in ways that may not be explicitly granted in the EULA but are permissible under copyright law, ensuring fair use.", | |
| "url": "https://www.ecfr.gov/current/title-37/chapter-II/part-201/section-201.40" | |
| }, | |
| { | |
| "regulation": "17 C.F.R. § 230.405", | |
| "popular_name_for_this_specific_part_of_the_regulation": "SEC Definitions and Terms", | |
| "source_of_regulation": "U.S. Securities and Exchange Commission (SEC)", | |
| "why_this_regulation": "17 C.F.R. § 230.405 defines terms and conditions under which securities, including software, can be used and distributed. This regulation supports the accepting party's rights to use the software in ways that may not be explicitly granted in the EULA but are permissible under securities law, ensuring lawful use and distribution.", | |
| "url": "https://www.ecfr.gov/current/title-17/chapter-II/part-230/section-230.405" | |
| } | |
| ], | |
| "Washington_state_laws": [ | |
| { | |
| "law": "RCW 19.86.020", | |
| "popular_name_for_this_specific_section_of_the_law": "Unfair Business PracticesâConsumer Protection", | |
| "why_this_law": "RCW 19.86.020 prohibits unfair methods of competition and unfair or deceptive acts or practices in the conduct of any trade or commerce. If LinkedIn's EULA is found to be overly restrictive or deceptive, it could be challenged under this law to protect the accepting party's rights, ensuring fair business practices.", | |
| "url": "https://app.leg.wa.gov/RCW/default.aspx?cite=19.86.020" | |
| } | |
| ], | |
| "recommendations": { | |
| "for_accepting_party_lawyers": [ | |
| { | |
| "action": "Challenge the EULA's restrictions on modifications and improvements", | |
| "legal_basis": "17 U.S.C. § 117 (Computer Program Adaptations)", | |
| "steps": [ | |
| "Review the specific restrictions in the EULA regarding modifications and improvements.", | |
| "Prepare arguments demonstrating that the accepting party's adaptations are essential for the utilization of the software.", | |
| "Cite 17 U.S.C. § 117 to support the right to make necessary adaptations.", | |
| "Present case law where similar restrictions were deemed unenforceable." | |
| ] | |
| }, | |
| { | |
| "action": "Argue that the EULA constitutes an unreasonable restraint of trade", | |
| "legal_basis": "15 U.S.C. § 1 (Sherman Antitrust Act)", | |
| "steps": [ | |
| "Analyze the EULA to identify clauses that excessively restrict the use of the software.", | |
| "Gather evidence showing how these restrictions limit competition or fair use.", | |
| "File a complaint under the Sherman Antitrust Act, citing 15 U.S.C. § 1.", | |
| "Present economic analysis or expert testimony to demonstrate the anti-competitive effects." | |
| ] | |
| }, | |
| { | |
| "action": "Challenge the unconscionability of the EULA", | |
| "legal_basis": "U.C.C. § 2-302 (Unconscionable Contract or Clause)", | |
| "steps": [ | |
| "Identify clauses in the EULA that are overly restrictive or unfair.", | |
| "Gather evidence of the disparity in bargaining power between LinkedIn and the accepting party.", | |
| "File a motion to have the unconscionable clauses declared unenforceable under U.C.C. § 2-302.", | |
| "Present case law and expert testimony to support the claim of unconscionability." | |
| ] | |
| } | |
| ], | |
| "for_offering_party_lawyers": [ | |
| { | |
| "action": "Defend the EULA's restrictions on modifications and improvements", | |
| "legal_basis": "Contract Law and Intellectual Property Rights", | |
| "steps": [ | |
| "Review the EULA to ensure that the restrictions are clearly stated and justified.", | |
| "Prepare arguments emphasizing the importance of protecting intellectual property rights.", | |
| "Cite case law where similar restrictions were upheld.", | |
| "Demonstrate how the restrictions are necessary to maintain the integrity and security of the software." | |
| ] | |
| }, | |
| { | |
| "action": "Ensure compliance with antitrust laws", | |
| "legal_basis": "15 U.S.C. § 1 (Sherman Antitrust Act)", | |
| "steps": [ | |
| "Conduct an internal review of the EULA to identify any potentially anti-competitive clauses.", | |
| "Modify or remove clauses that could be seen as unreasonable restraints of trade.", | |
| "Consult with antitrust experts to ensure compliance with 15 U.S.C. § 1.", | |
| "Document the rationale for any restrictive clauses to demonstrate their necessity." | |
| ] | |
| }, | |
| { | |
| "action": "Address potential claims of unconscionability", | |
| "legal_basis": "U.C.C. § 2-302 (Unconscionable Contract or Clause)", | |
| "steps": [ | |
| "Review the EULA to identify and revise any clauses that could be deemed unconscionable.", | |
| "Ensure that the terms are fair and reasonable, considering the accepting party's perspective.", | |
| "Provide clear explanations and justifications for any restrictive clauses.", | |
| "Prepare to argue that the EULA was entered into voluntarily and with informed consent." | |
| ] | |
| } | |
| ], | |
| "for_judges": [ | |
| { | |
| "action": "Evaluate the necessity of software adaptations under 17 U.S.C. § 117", | |
| "legal_basis": "17 U.S.C. § 117 (Computer Program Adaptations)", | |
| "steps": [ | |
| "Review the specific adaptations made by the accepting party.", | |
| "Determine whether these adaptations are essential for the utilization of the software.", | |
| "Consider the legislative intent behind 17 U.S.C. § 117.", | |
| "Issue a ruling on whether the adaptations fall within the permissible scope of the law." | |
| ] | |
| }, | |
| { | |
| "action": "Assess the EULA's compliance with antitrust laws", | |
| "legal_basis": "15 U.S.C. § 1 (Sherman Antitrust Act)", | |
| "steps": [ | |
| "Examine the EULA for clauses that may constitute unreasonable restraints of trade.", | |
| "Consider the impact of these clauses on competition and fair use.", | |
| "Review relevant case law and economic analyses.", | |
| "Issue a ruling on whether the EULA violates 15 U.S.C. § 1." | |
| ] | |
| }, | |
| { | |
| "action": "Determine the unconscionability of the EULA", | |
| "legal_basis": "U.C.C. § 2-302 (Unconscionable Contract or Clause)", | |
| "steps": [ | |
| "Identify clauses in the EULA that are alleged to be unconscionable.", | |
| "Evaluate the fairness and reasonableness of these clauses.", | |
| "Consider the disparity in bargaining power between the parties.", | |
| "Issue a ruling on whether the clauses are unconscionable and thus unenforceable under U.C.C. § 2-302." | |
| ] | |
| } | |
| ] | |
| } | |
| } | |
| } | |
| { | |
| "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", | |
| "key_issues": [ | |
| "The clause imposes an obligation on the accepting party to comply with potentially unspecified and unknown foreign regulations, which may be unreasonable or impractical.", | |
| "The clause places the burden of legal compliance on the accepting party without providing sufficient guidance or resources to understand and meet these obligations.", | |
| "The clause does not specify which other countries' regulations may apply or how the accepting party can ensure compliance with these unspecified regulations." | |
| ], | |
| "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": "15 U.S.C. § 45 prohibits unfair or deceptive acts or practices in commerce. Imposing unclear and potentially unreasonable compliance obligations on the accepting party could be considered an unfair practice because it places an undue burden on them without providing clear guidance.", | |
| "url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section45&num=0&edition=prelim" | |
| }, | |
| { | |
| "law": "19 U.S.C. § 1337", | |
| "popular_name_for_this_specific_section_of_the_law": "Tariff Act of 1930 - Unfair Practices in Import Trade", | |
| "why_this_law": "19 U.S.C. § 1337 addresses unfair practices in import trade. Imposing unclear and potentially unreasonable compliance obligations on the accepting party could be considered an unfair practice in the context of international trade, as it may hinder their ability to engage in lawful commerce.", | |
| "url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title19-section1337&num=0&edition=prelim" | |
| } | |
| ], | |
| "UCC_laws": [ | |
| { | |
| "law": "U.C.C. § 2-302", | |
| "popular_name_for_this_specific_section_of_the_law": "Uniform Commercial Code - 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 is found to be unconscionable at the time it was made. The lack of specificity and the potential burden placed on the accepting party by the export control clause could be deemed unconscionable because it creates an unfair and one-sided obligation.", | |
| "url": "https://www.law.cornell.edu/ucc/2/2-302" | |
| } | |
| ], | |
| "CFR_regulations": [ | |
| { | |
| "regulation": "15 C.F.R. § 736.2(b)(1)", | |
| "popular_name_for_this_specific_part_of_the_regulation": "Export Administration Regulations - General Prohibitions", | |
| "source_of_regulation": "Bureau of Industry and Security (BIS), U.S. Department of Commerce", | |
| "why_this_regulation": "This regulation outlines the general prohibitions under the Export Administration Regulations (EAR), providing clarity on what is prohibited. It supports the accepting party's right to clear and specific information regarding export controls, ensuring they are not unfairly burdened with vague compliance requirements.", | |
| "url": "https://www.ecfr.gov/current/title-15/subtitle-B/chapter-VII/subchapter-C/part-736" | |
| }, | |
| { | |
| "regulation": "22 C.F.R. § 120.1(c)", | |
| "popular_name_for_this_specific_part_of_the_regulation": "International Traffic in Arms Regulations - General Policies", | |
| "source_of_regulation": "Directorate of Defense Trade Controls (DDTC), U.S. Department of State", | |
| "why_this_regulation": "This regulation provides definitions and general policies under the International Traffic in Arms Regulations (ITAR), ensuring that parties are informed about specific requirements and prohibitions. It supports the accepting party's right to clear and specific information regarding export controls, preventing them from being unfairly penalized for non-compliance with unclear regulations.", | |
| "url": "https://www.ecfr.gov/current/title-22/chapter-I/subchapter-M/part-120" | |
| } | |
| ], | |
| "Washington_state_laws": [ | |
| { | |
| "law": "RCW 19.86.020", | |
| "popular_name_for_this_specific_section_of_the_law": "Washington Consumer Protection Act - 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 unfair if it imposes unreasonable compliance burdens on the accepting party without clear guidance or support from LinkedIn, thereby violating their rights under state law.", | |
| "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", | |
| "legal_basis": "U.C.C. § 2-302 - Unconscionable Contract or Clause", | |
| "steps": [ | |
| "File a motion to have the clause declared unconscionable under U.C.C. § 2-302.", | |
| "Present evidence showing the lack of specificity and the undue burden placed on the accepting party.", | |
| "Argue that the clause creates an unfair and one-sided obligation, making it unenforceable." | |
| ] | |
| }, | |
| { | |
| "action": "Seek clarification and guidance on compliance obligations", | |
| "legal_basis": "15 U.S.C. § 45 - Federal Trade Commission Act - Unfair or Deceptive Acts or Practices", | |
| "steps": [ | |
| "Request detailed information from LinkedIn regarding the specific foreign regulations that apply.", | |
| "Demand resources or support from LinkedIn to help understand and meet these compliance obligations.", | |
| "If LinkedIn fails to provide sufficient guidance, consider filing a complaint with the Federal Trade Commission (FTC) for unfair practices." | |
| ] | |
| }, | |
| { | |
| "action": "Ensure compliance with U.S. export control regulations", | |
| "legal_basis": "15 C.F.R. § 736.2(b)(1) - Export Administration Regulations - General Prohibitions", | |
| "steps": [ | |
| "Review the Export Administration Regulations (EAR) to understand the general prohibitions and specific requirements.", | |
| "Consult with an export control expert to ensure compliance with EAR and other relevant U.S. regulations.", | |
| "Document all efforts to comply with U.S. export control regulations to mitigate potential legal risks." | |
| ] | |
| } | |
| ], | |
| "for_offering_party_lawyers": [ | |
| { | |
| "action": "Revise the export restrictions clause to provide clear guidance", | |
| "legal_basis": "15 U.S.C. § 45 - Federal Trade Commission Act - Unfair or Deceptive Acts or Practices", | |
| "steps": [ | |
| "Amend the clause to specify the foreign regulations that the accepting party must comply with.", | |
| "Provide resources or support to help the accepting party understand and meet these compliance obligations.", | |
| "Ensure that the revised clause is clear, reasonable, and does not impose an undue burden on the accepting party." | |
| ] | |
| }, | |
| { | |
| "action": "Implement a compliance support program", | |
| "legal_basis": "RCW 19.86.020 - Washington Consumer Protection Act - Unfair or Deceptive Acts or Practices", | |
| "steps": [ | |
| "Develop a program to assist the accepting party in understanding and complying with export control regulations.", | |
| "Offer training sessions, resources, and direct support to the accepting party.", | |
| "Regularly update the program to reflect changes in relevant regulations and ensure ongoing compliance." | |
| ] | |
| }, | |
| { | |
| "action": "Conduct a legal review of the export restrictions clause", | |
| "legal_basis": "19 U.S.C. § 1337 - Tariff Act of 1930 - Unfair Practices in Import Trade", | |
| "steps": [ | |
| "Engage legal experts to review the clause for compliance with U.S. and international trade laws.", | |
| "Ensure that the clause does not impose unreasonable or unclear obligations on the accepting party.", | |
| "Make necessary revisions to align the clause with legal standards and best practices." | |
| ] | |
| } | |
| ], | |
| "for_judges": [ | |
| { | |
| "action": "Evaluate the fairness and enforceability of the export restrictions clause", | |
| "legal_basis": "U.C.C. § 2-302 - Unconscionable Contract or Clause", | |
| "steps": [ | |
| "Review the clause to determine if it is unconscionable and creates an unfair burden on the accepting party.", | |
| "Consider the lack of specificity and the potential for unreasonable compliance obligations.", | |
| "Decide whether to refuse to enforce the clause or to limit its application to ensure fairness." | |
| ] | |
| }, | |
| { | |
| "action": "Assess potential violations of consumer protection laws", | |
| "legal_basis": "RCW 19.86.020 - Washington Consumer Protection Act - Unfair or Deceptive Acts or Practices", | |
| "steps": [ | |
| "Examine whether the clause constitutes an unfair or deceptive act under state law.", | |
| "Consider the impact of the clause on the accepting party's ability to comply with export control regulations.", | |
| "Determine appropriate remedies if the clause is found to violate consumer protection laws." | |
| ] | |
| }, | |
| { | |
| "action": "Ensure compliance with federal trade and export control regulations", | |
| "legal_basis": "15 C.F.R. § 736.2(b)(1) - Export Administration Regulations - General Prohibitions", | |
| "steps": [ | |
| "Review the clause in the context of the Export Administration Regulations (EAR) and other relevant federal laws.", | |
| "Ensure that the clause provides clear and specific information regarding export controls.", | |
| "Issue rulings that support the accepting party's right to clear guidance and prevent unfair penalization for non-compliance with unclear regulations." | |
| ] | |
| } | |
| ] | |
| } | |
| } | |
| } | |
| { | |
| "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": "End User License Agreement", | |
| "section_header": "13. General", | |
| "offering_party": "LinkedIn", | |
| "accepting_party": "individual or entity", | |
| "accepting_party_state": "Washington", | |
| "key_issues": [ | |
| "Jurisdiction and Governing Law: The clause mandates that disputes be governed by the laws of Ireland or California, depending on the user's location, and requires litigation to occur in specific jurisdictions, which may be inconvenient and costly for the accepting party.", | |
| "Non-Assignment: The clause prohibits the accepting party from assigning the EULA, potentially limiting their flexibility in business operations or personal choices.", | |
| "Entire Agreement: The clause states that the EULA constitutes the entire agreement between the parties, which may limit the accepting party's ability to rely on other representations or agreements." | |
| ], | |
| "USC_laws": [ | |
| { | |
| "law": "28 U.S.C. § 1404(a)", | |
| "popular_name_for_this_specific_section_of_the_law": "Change of Venue", | |
| "why_this_law": "This law allows for the transfer of a case to a more convenient forum. It supports the accepting party's right to argue that the clause mandating litigation in Santa Clara County, California, is unfair and should be transferred to a more appropriate jurisdiction.", | |
| "url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title28-section1404&num=0&edition=prelim" | |
| }, | |
| { | |
| "law": "15 U.S.C. § 45(a)", | |
| "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 commerce. It supports the accepting party's right to argue that the non-assignment clause is an unfair practice that restricts their ability to transfer their rights and obligations.", | |
| "url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section45&num=0&edition=prelim" | |
| } | |
| ], | |
| "UCC_laws": [ | |
| { | |
| "law": "U.C.C. § 2-207", | |
| "popular_name_for_this_specific_section_of_the_law": "Additional Terms in Acceptance or Confirmation", | |
| "why_this_law": "This law addresses the inclusion of additional terms in a contract and the acceptance of such terms. It supports the accepting party's right to contest terms that materially alter the agreement, such as jurisdiction clauses that impose undue burden.", | |
| "url": "https://www.law.cornell.edu/ucc/2/2-207" | |
| }, | |
| { | |
| "law": "U.C.C. § 2-210", | |
| "popular_name_for_this_specific_section_of_the_law": "Delegation of Performance; Assignment of Rights", | |
| "why_this_law": "This law addresses the delegation of performance and assignment of rights. It supports the accepting party's right to assign their contractual rights unless the assignment materially changes the duty of the other party or increases the burden or risk imposed on them.", | |
| "url": "https://www.law.cornell.edu/ucc/2/2-210" | |
| } | |
| ], | |
| "CFR_regulations": [ | |
| { | |
| "regulation": "28 C.F.R. § 0.45", | |
| "popular_name_for_this_specific_part_of_the_regulation": "Jurisdiction and Authority of the Department of Justice", | |
| "source_of_regulation": "U.S. Department of Justice", | |
| "why_this_regulation": "This regulation outlines the jurisdiction and authority of the Department of Justice, which includes ensuring fair access to legal recourse and protecting individuals from undue legal burdens.", | |
| "url": "https://www.ecfr.gov/current/title-28/section-0.45" | |
| }, | |
| { | |
| "regulation": "16 C.F.R. § 444.2", | |
| "popular_name_for_this_specific_part_of_the_regulation": "Unfair or Deceptive Practices", | |
| "source_of_regulation": "Federal Trade Commission", | |
| "why_this_regulation": "This regulation addresses unfair or deceptive practices, which can include overly restrictive contract terms that limit consumer rights.", | |
| "url": "https://www.ecfr.gov/current/title-16/section-444.2" | |
| } | |
| ], | |
| "Washington_state_laws": [ | |
| { | |
| "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 in trade or commerce, which could be interpreted to include imposing jurisdictional limitations that are overly burdensome to the accepting party.", | |
| "url": "https://app.leg.wa.gov/RCW/default.aspx?cite=19.86.020" | |
| } | |
| ], | |
| "recommendations": { | |
| "for_accepting_party_lawyers": [ | |
| { | |
| "action": "Challenge the jurisdiction clause", | |
| "legal_basis": "28 U.S.C. § 1404(a) - Change of Venue", | |
| "steps": [ | |
| "File a motion to transfer the case to a more convenient forum, citing the undue burden and inconvenience of litigating in Santa Clara County, California.", | |
| "Provide evidence of the accepting party's location and the associated costs and difficulties of litigating in the specified jurisdiction.", | |
| "Argue that the transfer would serve the interests of justice and convenience for both parties." | |
| ] | |
| }, | |
| { | |
| "action": "Contest the non-assignment clause", | |
| "legal_basis": "15 U.S.C. § 45(a) - Unfair or Deceptive Acts or Practices", | |
| "steps": [ | |
| "File a complaint with the Federal Trade Commission (FTC) alleging that the non-assignment clause constitutes an unfair practice.", | |
| "Provide examples of how the non-assignment clause restricts the accepting party's business operations or personal choices.", | |
| "Argue that the clause limits the accepting party's ability to transfer their rights and obligations, which is an unfair restriction." | |
| ] | |
| }, | |
| { | |
| "action": "Argue against the entire agreement clause", | |
| "legal_basis": "U.C.C. § 2-207 - Additional Terms in Acceptance or Confirmation", | |
| "steps": [ | |
| "Review any additional terms or representations made outside the EULA that the accepting party relied upon.", | |
| "File a motion to include these additional terms in the agreement, arguing that they do not materially alter the contract.", | |
| "Provide evidence that the accepting party was led to believe these additional terms were part of the agreement." | |
| ] | |
| } | |
| ], | |
| "for_offering_party_lawyers": [ | |
| { | |
| "action": "Defend the jurisdiction clause", | |
| "legal_basis": "Contractual agreement and 28 C.F.R. § 0.45 - Jurisdiction and Authority of the Department of Justice", | |
| "steps": [ | |
| "Argue that the accepting party agreed to the jurisdiction clause when they accepted the EULA.", | |
| "Provide evidence that the specified jurisdiction is reasonable and not overly burdensome.", | |
| "Cite the regulation to argue that the jurisdiction clause ensures a consistent legal framework for resolving disputes." | |
| ] | |
| }, | |
| { | |
| "action": "Justify the non-assignment clause", | |
| "legal_basis": "Contractual agreement and U.C.C. § 2-210 - Delegation of Performance; Assignment of Rights", | |
| "steps": [ | |
| "Argue that the non-assignment clause is necessary to maintain the integrity and consistency of the contractual relationship.", | |
| "Provide evidence that allowing assignments could materially change the duty or increase the burden or risk imposed on LinkedIn.", | |
| "Cite the U.C.C. provision to support the argument that the clause is a standard contractual term." | |
| ] | |
| }, | |
| { | |
| "action": "Defend the entire agreement clause", | |
| "legal_basis": "Contractual agreement and U.C.C. § 2-207 - Additional Terms in Acceptance or Confirmation", | |
| "steps": [ | |
| "Argue that the entire agreement clause is standard practice to ensure clarity and avoid disputes over extraneous terms.", | |
| "Provide evidence that the accepting party had the opportunity to review and negotiate the terms of the EULA.", | |
| "Cite the U.C.C. provision to argue that any additional terms would materially alter the agreement and were not agreed upon." | |
| ] | |
| } | |
| ], | |
| "for_judges": [ | |
| { | |
| "action": "Evaluate the fairness of the jurisdiction clause", | |
| "legal_basis": "28 U.S.C. § 1404(a) - Change of Venue and 28 C.F.R. § 0.45 - Jurisdiction and Authority of the Department of Justice", | |
| "steps": [ | |
| "Assess the convenience and fairness of the specified jurisdiction for both parties.", | |
| "Consider the evidence provided by the accepting party regarding the burden of litigating in the specified jurisdiction.", | |
| "Determine whether transferring the case would serve the interests of justice and convenience." | |
| ] | |
| }, | |
| { | |
| "action": "Assess the validity of the non-assignment clause", | |
| "legal_basis": "15 U.S.C. § 45(a) - Unfair or Deceptive Acts or Practices and U.C.C. § 2-210 - Delegation of Performance; Assignment of Rights", | |
| "steps": [ | |
| "Evaluate whether the non-assignment clause constitutes an unfair practice that restricts the accepting party's rights.", | |
| "Consider the evidence provided by both parties regarding the necessity and impact of the clause.", | |
| "Determine whether the clause materially changes the duty or increases the burden or risk imposed on LinkedIn." | |
| ] | |
| }, | |
| { | |
| "action": "Review the entire agreement clause", | |
| "legal_basis": "U.C.C. § 2-207 - Additional Terms in Acceptance or Confirmation", | |
| "steps": [ | |
| "Examine any additional terms or representations made outside the EULA that the accepting party relied upon.", | |
| "Determine whether these additional terms materially alter the agreement.", | |
| "Decide whether to include these additional terms in the agreement based on the evidence provided." | |
| ] | |
| } | |
| ] | |
| } | |
| } | |
| } | |
| { | |
| "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", | |
| "key_issues": [ | |
| "The clause imposes an extensive indemnification obligation on the accepting party, potentially covering a wide range of damages without clear limitations.", | |
| "The clause may limit the accepting party's ability to seek recourse or challenge LinkedIn in the event of a dispute, as they are preemptively agreeing to indemnify the company.", | |
| "The term 'to the fullest extent permitted by law' is vague and open to interpretation, which could lead to broad and potentially unfair applications of the clause." | |
| ], | |
| "USC_laws": [ | |
| { | |
| "law": "15 U.S.C. § 45", | |
| "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 commerce. The indemnification clause could be considered unfairly burdensome and potentially deceptive, as it imposes significant liability on the user without clear and explicit terms, thereby violating the user'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": "Disclosure of Terms and Conditions", | |
| "why_this_law": "This law requires clear and conspicuous disclosure of terms and conditions in consumer contracts. The indemnification clause lacks the necessary clarity and specificity, making it potentially unenforceable and unfair to the user.", | |
| "url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section1693c&num=0&edition=prelim" | |
| } | |
| ], | |
| "UCC_laws": [ | |
| { | |
| "law": "U.C.C. § 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 unconscionable clauses in contracts. If a clause is found to be excessively one-sided or unfair, it can be deemed unconscionable and thus unenforceable, protecting the accepting party from unfair obligations.", | |
| "url": "https://www.law.cornell.edu/ucc/2/2-302" | |
| }, | |
| { | |
| "law": "U.C.C. § 1-304", | |
| "popular_name_for_this_specific_section_of_the_law": "Obligation of Good Faith", | |
| "why_this_law": "This law imposes an obligation of good faith in the performance and enforcement of contracts. A clause that excessively burdens one party may be seen as a violation of this obligation, providing grounds for the accepting party to challenge the clause and seek fair treatment.", | |
| "url": "https://www.law.cornell.edu/ucc/1/1-304" | |
| } | |
| ], | |
| "CFR_regulations": [ | |
| { | |
| "regulation": "16 C.F.R. § 1.5", | |
| "popular_name_for_this_specific_part_of_the_regulation": "Unfair or Deceptive Acts or Practices", | |
| "source_of_regulation": "Federal Trade Commission (FTC)", | |
| "why_this_regulation": "This regulation prohibits unfair or deceptive acts or practices in commerce. The indemnification clause could be considered unfair if it imposes an unreasonable burden on the accepting party, thereby violating their rights under this regulation.", | |
| "url": "https://www.ecfr.gov/current/title-16/chapter-I/subchapter-A/part-1/section-1.5" | |
| } | |
| ], | |
| "Washington_state_laws": [ | |
| { | |
| "law": "RCW 19.86.020", | |
| "popular_name_for_this_specific_section_of_the_law": "Unfair or Deceptive Acts or Practices", | |
| "why_this_law": "This section of the Washington Consumer Protection Act prohibits unfair or deceptive acts or practices in trade or commerce. The broad indemnification clause could be seen as an unfair practice, placing undue burden on the user and violating their consumer rights.", | |
| "url": "https://app.leg.wa.gov/RCW/default.aspx?cite=19.86.020" | |
| }, | |
| { | |
| "law": "RCW 4.24.115", | |
| "popular_name_for_this_specific_section_of_the_law": "Indemnification Agreements in Construction Contracts", | |
| "why_this_law": "This law limits the enforceability of indemnification clauses in construction contracts, which can be analogously applied to limit overly broad indemnification clauses in other types of contracts, protecting the accepting party from excessive liability.", | |
| "url": "https://app.leg.wa.gov/RCW/default.aspx?cite=4.24.115" | |
| } | |
| ], | |
| "recommendations": { | |
| "for_accepting_party_lawyers": [ | |
| { | |
| "action": "Challenge the enforceability of the indemnification clause", | |
| "legal_basis": "15 U.S.C. § 45 (Unfair or Deceptive Acts or Practices), U.C.C. § 2-302 (Unconscionable Contract or Clause), RCW 19.86.020 (Unfair or Deceptive Acts or Practices)", | |
| "steps": [ | |
| "Review the indemnification clause for any language that could be considered unfair or deceptive.", | |
| "Gather evidence showing how the clause imposes an unreasonable burden on the accepting party.", | |
| "File a complaint with the Federal Trade Commission (FTC) under 15 U.S.C. § 45, arguing that the clause is an unfair or deceptive practice.", | |
| "Present arguments in court that the clause is unconscionable under U.C.C. § 2-302, providing evidence of its one-sided nature.", | |
| "Invoke RCW 19.86.020 to argue that the clause violates Washington state consumer protection laws." | |
| ] | |
| }, | |
| { | |
| "action": "Seek a declaratory judgment to clarify the scope of the indemnification clause", | |
| "legal_basis": "15 U.S.C. § 1693c (Disclosure of Terms and Conditions), U.C.C. § 1-304 (Obligation of Good Faith)", | |
| "steps": [ | |
| "File a motion for declaratory judgment in a relevant court.", | |
| "Argue that the clause lacks the necessary clarity and specificity required under 15 U.S.C. § 1693c.", | |
| "Present evidence that the clause violates the obligation of good faith under U.C.C. § 1-304 by imposing excessive burdens on the accepting party.", | |
| "Request the court to interpret the clause in a manner that is fair and reasonable to both parties." | |
| ] | |
| } | |
| ], | |
| "for_offering_party_lawyers": [ | |
| { | |
| "action": "Revise the indemnification clause to ensure clarity and fairness", | |
| "legal_basis": "15 U.S.C. § 1693c (Disclosure of Terms and Conditions), U.C.C. § 1-304 (Obligation of Good Faith)", | |
| "steps": [ | |
| "Review the current language of the indemnification clause for any ambiguities or overly broad terms.", | |
| "Consult with legal experts to draft a revised clause that clearly defines the scope and limitations of indemnification.", | |
| "Ensure that the revised clause complies with the disclosure requirements under 15 U.S.C. § 1693c.", | |
| "Incorporate language that demonstrates good faith in the performance and enforcement of the contract, as required by U.C.C. § 1-304.", | |
| "Update the End User License Agreement to include the revised clause and notify all users of the changes." | |
| ] | |
| }, | |
| { | |
| "action": "Implement a risk assessment and mitigation strategy", | |
| "legal_basis": "16 C.F.R. § 1.5 (Unfair or Deceptive Acts or Practices), RCW 4.24.115 (Indemnification Agreements in Construction Contracts)", | |
| "steps": [ | |
| "Conduct a thorough risk assessment to identify potential liabilities arising from the indemnification clause.", | |
| "Develop a mitigation strategy to address identified risks, including setting clear limits on the scope of indemnification.", | |
| "Ensure that the clause does not impose unreasonable burdens on the accepting party, in compliance with 16 C.F.R. § 1.5.", | |
| "Consider analogously applying the principles of RCW 4.24.115 to limit the enforceability of overly broad indemnification clauses.", | |
| "Regularly review and update the indemnification clause to reflect changes in laws and regulations." | |
| ] | |
| } | |
| ], | |
| "for_judges": [ | |
| { | |
| "action": "Evaluate the fairness and enforceability of the indemnification clause", | |
| "legal_basis": "U.C.C. § 2-302 (Unconscionable Contract or Clause), RCW 19.86.020 (Unfair or Deceptive Acts or Practices)", | |
| "steps": [ | |
| "Review the language of the indemnification clause to determine if it is excessively one-sided or unfair.", | |
| "Consider evidence presented by both parties regarding the burdens imposed by the clause.", | |
| "Apply the principles of U.C.C. § 2-302 to assess whether the clause is unconscionable and should be refused enforcement.", | |
| "Evaluate whether the clause constitutes an unfair or deceptive act under RCW 19.86.020.", | |
| "Issue a ruling that upholds the law and ensures fair treatment of both parties." | |
| ] | |
| }, | |
| { | |
| "action": "Provide guidance on the interpretation of vague terms in the clause", | |
| "legal_basis": "15 U.S.C. § 1693c (Disclosure of Terms and Conditions), U.C.C. § 1-304 (Obligation of Good Faith)", | |
| "steps": [ | |
| "Identify any vague or ambiguous terms in the indemnification clause, such as 'to the fullest extent permitted by law'.", | |
| "Consider the requirements for clear and conspicuous disclosure under 15 U.S.C. § 1693c.", | |
| "Evaluate whether the clause meets the obligation of good faith under U.C.C. § 1-304.", | |
| "Provide a judicial interpretation that clarifies the scope and limitations of the clause.", | |
| "Ensure that the interpretation aligns with the principles of fairness and transparency in contract law." | |
| ] | |
| } | |
| ] | |
| } | |
| } | |
| } | |
| { | |
| "section_header": "2. License", | |
| "section_body": [ | |
| "LinkedIn hereby grants you, subject to the terms and conditions of this EULA, a non-exclusive, | |
| non-transferable 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", | |
| "section_header": "2. License", | |
| "offering_party": "LinkedIn", | |
| "accepting_party": "individual or entity", | |
| "accepting_party_state": "Washington", | |
| "key_issues": [ | |
| "The license is non-exclusive and non-transferable, limiting the user's ability to share or transfer the software.", | |
| "The software can only be installed on one device, restricting the user's flexibility to use it on multiple devices.", | |
| "Only one backup copy is allowed, which may not be sufficient for ensuring data integrity.", | |
| "Installing and backing up the software on another device requires agreeing to a new EULA, potentially imposing additional terms." | |
| ], | |
| "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": "This law supports the accepting party's right to make a backup copy and potentially use the software on another device without being subject to additional EULA terms. It ensures that the user can make necessary copies for archival purposes and adapt the software for use on different devices, thereby protecting their investment in the software.", | |
| "url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title17-section117&num=0&edition=prelim" | |
| } | |
| ], | |
| "UCC_laws": [ | |
| { | |
| "law": "U.C.C. § 2-312(1)(a)", | |
| "popular_name_for_this_specific_section_of_the_law": "Warranty of Title and Against Infringement", | |
| "why_this_law": "This section ensures that the buyer receives a title free from any security interest or other lien or encumbrance, supporting the right to transfer the software license. It guarantees that the user has clear ownership and can transfer their rights without legal obstacles.", | |
| "url": "https://www.law.cornell.edu/ucc/2/2-312" | |
| }, | |
| { | |
| "law": "U.C.C. § 2-313(1)(a)", | |
| "popular_name_for_this_specific_section_of_the_law": "Express Warranties by Affirmation, Promise, Description, Sample", | |
| "why_this_law": "This section ensures that any affirmation of fact or promise made by the seller to the buyer creates an express warranty that the goods shall conform to the affirmation or promise, supporting the right to use the software as reasonably expected. It holds the offering party accountable for any claims made about the software's capabilities.", | |
| "url": "https://www.law.cornell.edu/ucc/2/2-313" | |
| }, | |
| { | |
| "law": "U.C.C. § 2-314(2)(c)", | |
| "popular_name_for_this_specific_section_of_the_law": "Implied Warranty: Merchantability; Usage of Trade", | |
| "why_this_law": "This section implies that goods must be fit for the ordinary purposes for which such goods are used, supporting the right to use the software on multiple devices as reasonably expected. It ensures that the software meets basic performance standards and can be used in a typical manner.", | |
| "url": "https://www.law.cornell.edu/ucc/2/2-314" | |
| }, | |
| { | |
| "law": "U.C.C. § 2-315", | |
| "popular_name_for_this_specific_section_of_the_law": "Implied Warranty: Fitness for Particular Purpose", | |
| "why_this_law": "This section ensures that goods must be fit for a particular purpose if the seller knows the particular purpose for which the goods are required, supporting the right to make sufficient backup copies to ensure data integrity. It protects the user when the software is purchased for a specific need communicated to the seller.", | |
| "url": "https://www.law.cornell.edu/ucc/2/2-315" | |
| }, | |
| { | |
| "law": "U.C.C. § 2-209(1)", | |
| "popular_name_for_this_specific_section_of_the_law": "Modification, Rescission and Waiver", | |
| "why_this_law": "This section allows for modification of a contract but requires mutual consent, supporting the right to negotiate the terms of the new EULA. It ensures that any changes to the agreement are agreed upon by both parties, protecting the user's interests.", | |
| "url": "https://www.law.cornell.edu/ucc/2/2-209" | |
| } | |
| ], | |
| "CFR_regulations": [ | |
| { | |
| "regulation": "16 C.F.R. § 700.10", | |
| "popular_name_for_this_specific_part_of_the_regulation": "Warranties and Service Contracts", | |
| "source_of_regulation": "Federal Trade Commission (FTC)", | |
| "why_this_regulation": "This regulation ensures that warranties and service contracts are clear and not misleading, which supports the accepting party's right to clear and understandable terms in software licensing agreements. It mandates transparency and honesty in the terms provided to the user.", | |
| "url": "https://www.ecfr.gov/current/title-16/chapter-I/subchapter-G/part-700" | |
| }, | |
| { | |
| "regulation": "16 C.F.R. § 238.3", | |
| "popular_name_for_this_specific_part_of_the_regulation": "Deceptive Pricing", | |
| "source_of_regulation": "Federal Trade Commission (FTC)", | |
| "why_this_regulation": "This regulation prohibits deceptive pricing practices, which can be extended to include deceptive terms in software licensing that may mislead consumers about the true nature of the agreement. It protects users from being misled about the costs and terms associated with the software.", | |
| "url": "https://www.ecfr.gov/current/title-16/chapter-I/subchapter-B/part-238" | |
| } | |
| ], | |
| "Washington_state_laws": [ | |
| { | |
| "law": "RCW 19.86.020", | |
| "popular_name_for_this_specific_section_of_the_law": "Unfair methods of competition and unfair or deceptive acts or practices", | |
| "why_this_law": "This law prohibits unfair or deceptive acts or practices in trade or commerce. The restrictive nature of the clause could be argued as an unfair practice that limits the consumer's rights to use the software they have purchased. It ensures that the user is not subjected to unjust or misleading terms.", | |
| "url": "https://app.leg.wa.gov/RCW/default.aspx?cite=19.86.020" | |
| } | |
| ], | |
| "recommendations": { | |
| "for_accepting_party_lawyers": [ | |
| { | |
| "action": "Challenge the non-transferability clause", | |
| "legal_basis": "U.C.C. § 2-312(1)(a) - Warranty of Title and Against Infringement", | |
| "steps": [ | |
| "Review the EULA to identify specific language that restricts transferability.", | |
| "Argue that the non-transferability clause violates the implied warranty of title, which ensures the right to transfer ownership.", | |
| "Present case law and precedents where similar clauses were deemed unenforceable." | |
| ] | |
| }, | |
| { | |
| "action": "Negotiate terms for multiple device usage", | |
| "legal_basis": "U.C.C. § 2-314(2)(c) - Implied Warranty: Merchantability; Usage of Trade", | |
| "steps": [ | |
| "Highlight the need for software to be fit for ordinary purposes, which includes usage on multiple devices.", | |
| "Propose amendments to the EULA that allow installation on more than one device.", | |
| "Provide evidence of industry standards where similar software allows multi-device usage." | |
| ] | |
| }, | |
| { | |
| "action": "Ensure the right to make sufficient backup copies", | |
| "legal_basis": "17 U.S.C. § 117 - Limitations on exclusive rights: Computer programs", | |
| "steps": [ | |
| "Cite the user's right to make necessary copies for archival purposes under 17 U.S.C. § 117.", | |
| "Argue that limiting backup copies to one is unreasonable and does not ensure data integrity.", | |
| "Propose a revision to the EULA that allows for multiple backup copies." | |
| ] | |
| }, | |
| { | |
| "action": "Negotiate terms for new EULA upon reinstallation", | |
| "legal_basis": "U.C.C. § 2-209(1) - Modification, Rescission and Waiver", | |
| "steps": [ | |
| "Highlight the need for mutual consent in modifying the EULA.", | |
| "Negotiate terms that do not impose additional burdens on the user when reinstalling the software.", | |
| "Ensure that any new terms are clearly communicated and agreed upon by both parties." | |
| ] | |
| } | |
| ], | |
| "for_offering_party_lawyers": [ | |
| { | |
| "action": "Clarify and justify the non-transferability clause", | |
| "legal_basis": "16 C.F.R. § 700.10 - Warranties and Service Contracts", | |
| "steps": [ | |
| "Ensure that the non-transferability clause is clearly stated and justified in the EULA.", | |
| "Provide a rationale for why the software license cannot be transferred, such as security or licensing agreements.", | |
| "Ensure compliance with FTC regulations on clear and understandable terms." | |
| ] | |
| }, | |
| { | |
| "action": "Limit liability through clear terms on device usage", | |
| "legal_basis": "U.C.C. § 2-313(1)(a) - Express Warranties by Affirmation, Promise, Description, Sample", | |
| "steps": [ | |
| "Clearly state the limitations on device usage in the EULA.", | |
| "Provide justifications for these limitations, such as licensing costs or technical support constraints.", | |
| "Ensure that any promises or affirmations about the software's capabilities are accurate and not misleading." | |
| ] | |
| }, | |
| { | |
| "action": "Justify the limitation on backup copies", | |
| "legal_basis": "U.C.C. § 2-315 - Implied Warranty: Fitness for Particular Purpose", | |
| "steps": [ | |
| "Explain the rationale behind allowing only one backup copy, such as preventing unauthorized distribution.", | |
| "Ensure that the software meets the particular purpose for which it was purchased, including data integrity.", | |
| "Consider offering additional backup options as part of a premium service." | |
| ] | |
| }, | |
| { | |
| "action": "Ensure transparency in new EULA terms upon reinstallation", | |
| "legal_basis": "16 C.F.R. § 238.3 - Deceptive Pricing", | |
| "steps": [ | |
| "Clearly communicate any new terms that will apply upon reinstallation of the software.", | |
| "Ensure that these terms are not misleading and do not impose hidden costs.", | |
| "Provide users with an option to review and agree to the new terms before proceeding with the installation." | |
| ] | |
| } | |
| ], | |
| "for_judges": [ | |
| { | |
| "action": "Evaluate the fairness of the non-transferability clause", | |
| "legal_basis": "RCW 19.86.020 - Unfair methods of competition and unfair or deceptive acts or practices", | |
| "steps": [ | |
| "Assess whether the non-transferability clause constitutes an unfair or deceptive practice.", | |
| "Consider the impact of this clause on the consumer's rights and usage of the software.", | |
| "Review precedents and case law where similar clauses were challenged." | |
| ] | |
| }, | |
| { | |
| "action": "Ensure compliance with federal and state laws on warranties", | |
| "legal_basis": "16 C.F.R. § 700.10 - Warranties and Service Contracts; U.C.C. § 2-314(2)(c) - Implied Warranty: Merchantability; Usage of Trade", | |
| "steps": [ | |
| "Verify that the EULA complies with federal regulations on clear and understandable warranty terms.", | |
| "Ensure that the software meets the implied warranty of merchantability, including usage on multiple devices.", | |
| "Consider the reasonableness of the limitations imposed by the EULA." | |
| ] | |
| }, | |
| { | |
| "action": "Assess the reasonableness of backup copy limitations", | |
| "legal_basis": "17 U.S.C. § 117 - Limitations on exclusive rights: Computer programs", | |
| "steps": [ | |
| "Evaluate whether the limitation of one backup copy is reasonable and sufficient for data integrity.", | |
| "Consider the user's right to make necessary copies for archival purposes.", | |
| "Review any justifications provided by the offering party for this limitation." | |
| ] | |
| }, | |
| { | |
| "action": "Ensure mutual consent in EULA modifications", | |
| "legal_basis": "U.C.C. § 2-209(1) - Modification, Rescission and Waiver", | |
| "steps": [ | |
| "Verify that any modifications to the EULA upon reinstallation are made with mutual consent.", | |
| "Ensure that the user is clearly informed of and agrees to any new terms.", | |
| "Consider the fairness and transparency of the modification process." | |
| ] | |
| } | |
| ] | |
| } | |
| } | |
| } | |
| { | |
| "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", | |
| "key_issues": [ | |
| "Lack of transparency in data usage and sharing practices", | |
| "Potential misuse or overreach in data collection", | |
| "Unilateral changes to the Privacy Policy without explicit consent", | |
| "Insufficient details on data protection measures", | |
| "Absence of explicit user rights regarding their personal information" | |
| ], | |
| "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": "This law empowers the FTC to prevent unfair or deceptive acts or practices in commerce. It supports the user's right to fair treatment and transparency in how their personal information is used, ensuring that LinkedIn cannot engage in misleading or unfair practices regarding user data.", | |
| "url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section45&num=0&edition=prelim" | |
| }, | |
| { | |
| "law": "15 U.S.C. § 6801", | |
| "popular_name_for_this_specific_section_of_the_law": "Protection of nonpublic personal information", | |
| "why_this_law": "This law mandates that entities must protect the confidentiality and security of nonpublic personal information, ensuring that users' data is safeguarded against unauthorized access and misuse. It reinforces the user's right to have their personal information securely handled by LinkedIn.", | |
| "url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section6801&num=0&edition=prelim" | |
| } | |
| ], | |
| "UCC_laws": [ | |
| { | |
| "law": "U.C.C. § 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 or to limit the application of any clause in a contract that is found to be unconscionable. It protects users from unfair terms that may arise from a lack of clarity or unilateral changes to the Privacy Policy, ensuring that LinkedIn cannot impose unjust terms on users.", | |
| "url": "https://www.law.cornell.edu/ucc/2/2-302" | |
| } | |
| ], | |
| "CFR_regulations": [ | |
| { | |
| "regulation": "16 C.F.R. § 312.4", | |
| "popular_name_for_this_specific_part_of_the_regulation": "Notice to parents", | |
| "source_of_regulation": "Federal Trade Commission (FTC)", | |
| "why_this_regulation": "This regulation requires companies to provide clear and comprehensive notice of their information practices. It supports the user's right to be informed about how their personal information is handled, ensuring that LinkedIn must be transparent about its data practices.", | |
| "url": "https://www.ecfr.gov/current/title-16/chapter-I/subchapter-C/part-312/section-312.4" | |
| }, | |
| { | |
| "regulation": "16 C.F.R. § 312.5", | |
| "popular_name_for_this_specific_part_of_the_regulation": "Parental consent", | |
| "source_of_regulation": "Federal Trade Commission (FTC)", | |
| "why_this_regulation": "This regulation underscores the principle that individuals have rights regarding the collection and use of their personal information, including the right to consent. It highlights the importance of obtaining explicit consent before using personal data, ensuring that LinkedIn must obtain clear permission from users before collecting or using their data.", | |
| "url": "https://www.ecfr.gov/current/title-16/chapter-I/subchapter-C/part-312/section-312.5" | |
| } | |
| ], | |
| "Washington_state_laws": [ | |
| { | |
| "law": "Wash. Rev. Code § 19.255.010", | |
| "popular_name_for_this_specific_section_of_the_law": "Disclosure of personal information", | |
| "why_this_law": "This law requires entities to disclose the types of personal information collected and the purposes for which it is used. It ensures transparency and protects the privacy rights of individuals, mandating that LinkedIn must clearly inform users about what data is collected and why.", | |
| "url": "https://app.leg.wa.gov/RCW/default.aspx?cite=19.255.010" | |
| }, | |
| { | |
| "law": "Wash. Rev. Code § 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. It ensures that LinkedIn's privacy policy must be clear, transparent, and not misleading to users, protecting them from deceptive practices.", | |
| "url": "https://app.leg.wa.gov/RCW/default.aspx?cite=19.86.020" | |
| } | |
| ], | |
| "recommendations": { | |
| "for_accepting_party_lawyers": [ | |
| { | |
| "action": "Ensure transparency in data usage and sharing practices", | |
| "legal_basis": "15 U.S.C. § 45, Wash. Rev. Code § 19.255.010", | |
| "steps": [ | |
| "Request detailed disclosures from LinkedIn regarding the types of personal information collected and the purposes for which it is used.", | |
| "Ensure that LinkedIn's data usage practices are not misleading or deceptive.", | |
| "Advocate for clear and comprehensive notices to users about data practices." | |
| ] | |
| }, | |
| { | |
| "action": "Prevent potential misuse or overreach in data collection", | |
| "legal_basis": "15 U.S.C. § 6801, Wash. Rev. Code § 19.86.020", | |
| "steps": [ | |
| "Review LinkedIn's data collection practices to ensure they are necessary and proportionate.", | |
| "Demand that LinkedIn implements robust data protection measures to safeguard user information.", | |
| "Monitor for any unfair or deceptive practices in LinkedIn's data collection methods." | |
| ] | |
| }, | |
| { | |
| "action": "Challenge unilateral changes to the Privacy Policy without explicit consent", | |
| "legal_basis": "U.C.C. § 2-302, 16 C.F.R. § 312.5", | |
| "steps": [ | |
| "Insist that LinkedIn obtains explicit user consent before making any changes to the Privacy Policy.", | |
| "Ensure that any changes to the Privacy Policy are communicated clearly and transparently to users.", | |
| "Seek legal remedies if LinkedIn attempts to enforce unconscionable terms without user consent." | |
| ] | |
| }, | |
| { | |
| "action": "Demand sufficient details on data protection measures", | |
| "legal_basis": "15 U.S.C. § 6801, Wash. Rev. Code § 19.255.010", | |
| "steps": [ | |
| "Request comprehensive information on LinkedIn's data protection protocols.", | |
| "Ensure that LinkedIn complies with legal requirements to protect the confidentiality and security of user data.", | |
| "Advocate for regular audits and assessments of LinkedIn's data protection measures." | |
| ] | |
| }, | |
| { | |
| "action": "Establish explicit user rights regarding their personal information", | |
| "legal_basis": "16 C.F.R. § 312.4, Wash. Rev. Code § 19.86.020", | |
| "steps": [ | |
| "Ensure that LinkedIn provides clear information about user rights concerning their personal data.", | |
| "Advocate for mechanisms that allow users to access, correct, and delete their personal information.", | |
| "Monitor LinkedIn's compliance with user rights and take action if any violations occur." | |
| ] | |
| } | |
| ], | |
| "for_offering_party_lawyers": [ | |
| { | |
| "action": "Enhance transparency in data usage and sharing practices", | |
| "legal_basis": "15 U.S.C. § 45, Wash. Rev. Code § 19.255.010", | |
| "steps": [ | |
| "Develop clear and comprehensive notices about data collection and usage practices.", | |
| "Ensure that all data practices are transparent and not misleading to users.", | |
| "Regularly update privacy policies to reflect current practices and legal requirements." | |
| ] | |
| }, | |
| { | |
| "action": "Implement robust data protection measures", | |
| "legal_basis": "15 U.S.C. § 6801, Wash. Rev. Code § 19.86.020", | |
| "steps": [ | |
| "Adopt industry-standard data protection protocols to safeguard user information.", | |
| "Conduct regular security audits to identify and mitigate potential vulnerabilities.", | |
| "Ensure compliance with all relevant data protection laws and regulations." | |
| ] | |
| }, | |
| { | |
| "action": "Obtain explicit user consent for Privacy Policy changes", | |
| "legal_basis": "U.C.C. § 2-302, 16 C.F.R. § 312.5", | |
| "steps": [ | |
| "Implement mechanisms to obtain explicit user consent before making any changes to the Privacy Policy.", | |
| "Communicate any changes to the Privacy Policy clearly and transparently to users.", | |
| "Ensure that all terms in the Privacy Policy are fair and not unconscionable." | |
| ] | |
| }, | |
| { | |
| "action": "Provide detailed information on data protection measures", | |
| "legal_basis": "15 U.S.C. § 6801, Wash. Rev. Code § 19.255.010", | |
| "steps": [ | |
| "Disclose comprehensive information about data protection measures to users.", | |
| "Ensure that all data protection measures comply with legal requirements.", | |
| "Regularly review and update data protection protocols to address emerging threats." | |
| ] | |
| }, | |
| { | |
| "action": "Establish and communicate explicit user rights", | |
| "legal_basis": "16 C.F.R. § 312.4, Wash. Rev. Code § 19.86.020", | |
| "steps": [ | |
| "Clearly inform users about their rights regarding their personal information.", | |
| "Implement mechanisms that allow users to exercise their rights, such as accessing, correcting, and deleting their data.", | |
| "Ensure compliance with all relevant laws and regulations concerning user rights." | |
| ] | |
| } | |
| ], | |
| "for_judges": [ | |
| { | |
| "action": "Ensure transparency and fairness in data practices", | |
| "legal_basis": "15 U.S.C. § 45, Wash. Rev. Code § 19.255.010", | |
| "steps": [ | |
| "Review the transparency of LinkedIn's data usage and sharing practices.", | |
| "Ensure that LinkedIn's practices are not misleading or deceptive.", | |
| "Uphold the legal requirement for clear and comprehensive notices about data practices." | |
| ] | |
| }, | |
| { | |
| "action": "Protect users from potential misuse or overreach in data collection", | |
| "legal_basis": "15 U.S.C. § 6801, Wash. Rev. Code § 19.86.020", | |
| "steps": [ | |
| "Evaluate LinkedIn's data collection practices for necessity and proportionality.", | |
| "Ensure that LinkedIn has implemented robust data protection measures.", | |
| "Monitor for any unfair or deceptive practices in LinkedIn's data collection methods." | |
| ] | |
| }, | |
| { | |
| "action": "Prevent enforcement of unilateral changes to the Privacy Policy without explicit consent", | |
| "legal_basis": "U.C.C. § 2-302, 16 C.F.R. § 312.5", | |
| "steps": [ | |
| "Ensure that LinkedIn obtains explicit user consent before making any changes to the Privacy Policy.", | |
| "Review any changes to the Privacy Policy for clarity and transparency.", | |
| "Refuse to enforce any unconscionable terms in the Privacy Policy." | |
| ] | |
| }, | |
| { | |
| "action": "Ensure sufficient details on data protection measures", | |
| "legal_basis": "15 U.S.C. § 6801, Wash. Rev. Code § 19.255.010", | |
| "steps": [ | |
| "Require LinkedIn to provide comprehensive information on data protection measures.", | |
| "Ensure compliance with legal requirements to protect the confidentiality and security of user data.", | |
| "Mandate regular audits and assessments of LinkedIn's data protection measures." | |
| ] | |
| }, | |
| { | |
| "action": "Uphold explicit user rights regarding their personal information", | |
| "legal_basis": "16 C.F.R. § 312.4, Wash. Rev. Code § 19.86.020", | |
| "steps": [ | |
| "Ensure that LinkedIn provides clear information about user rights concerning their personal data.", | |
| "Mandate mechanisms that allow users to access, correct, and delete their personal information.", | |
| "Monitor LinkedIn's compliance with user rights and take action if any violations occur." | |
| ] | |
| } | |
| ] | |
| } | |
| } | |
| } | |
| { | |
| "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 (EULA) for LinkedIn Software", | |
| "section_header": "8. U.S. Government Restricted Rights", | |
| "offering_party": "LinkedIn", | |
| "accepting_party": "individual or entity", | |
| "accepting_party_state": "N/A", | |
| "key_issues": [ | |
| "Conflict with Federal Law: The clause may impose terms that conflict with federal laws and regulations governing the procurement and use of software by government entities.", | |
| "Return Requirement: The requirement to return the software unused if the EULA conflicts with federal law could limit the government's ability to use the software for its intended purposes.", | |
| "Override of Federal Protections: The clause attempts to override any conflicting terms and conditions, which may include federal laws that protect the government's rights." | |
| ], | |
| "USC_laws": [ | |
| { | |
| "law": "41 U.S.C. § 3301", | |
| "popular_name_for_this_specific_section_of_the_law": "Full and Open Competition", | |
| "why_this_law": "This section mandates that government procurement must be conducted in a manner that promotes full and open competition. Imposing commercial EULA terms that conflict with federal law could restrict this principle, thereby infringing on the government's rights to procure and use software in accordance with federal regulations.", | |
| "url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title41-section3301&num=0&edition=prelim" | |
| }, | |
| { | |
| "law": "41 U.S.C. § 1121", | |
| "popular_name_for_this_specific_section_of_the_law": "Procurement Policies", | |
| "why_this_law": "This section outlines the policies and procedures for federal procurement, ensuring that they are conducted in a manner that is fair, transparent, and in compliance with federal laws. Imposing commercial EULA terms that conflict with these policies could violate this section.", | |
| "url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title41-section1121&num=0&edition=prelim" | |
| } | |
| ], | |
| "UCC_laws": [ | |
| { | |
| "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 unconscionable contracts or clauses, providing a legal basis for challenging terms that unfairly limit the accepting party's rights.", | |
| "url": "https://www.law.cornell.edu/ucc/2/2-302" | |
| }, | |
| { | |
| "law": "U.C.C. § 1-103", | |
| "popular_name_for_this_specific_section_of_the_law": "Construction of UCC to Promote its Purposes and Policies", | |
| "why_this_law": "U.C.C. § 1-103 preserves the applicability of other laws and principles of law and equity, ensuring that the EULA cannot override federal laws and protections.", | |
| "url": "https://www.law.cornell.edu/ucc/1/1-103" | |
| } | |
| ], | |
| "CFR_regulations": [ | |
| { | |
| "regulation": "48 C.F.R. § 12.212", | |
| "popular_name_for_this_specific_part_of_the_regulation": "Acquisition of Commercial Items", | |
| "source_of_regulation": "Federal Acquisition Regulation (FAR)", | |
| "why_this_regulation": "48 C.F.R. § 12.212 provides that commercial computer software and documentation shall be acquired under the terms of the vendor's standard commercial license, but only to the extent that such terms are consistent with federal law and the government's needs.", | |
| "url": "https://www.ecfr.gov/current/title-48/part-12/subpart-12.2/section-12.212" | |
| }, | |
| { | |
| "regulation": "48 C.F.R. § 27.405-3", | |
| "popular_name_for_this_specific_part_of_the_regulation": "Rights in Data and Copyrights", | |
| "source_of_regulation": "Federal Acquisition Regulation (FAR)", | |
| "why_this_regulation": "48 C.F.R. § 27.405-3 provides that the government has the right to use, disclose, and reproduce commercial computer software and documentation in accordance with the terms of the license, but only to the extent that such terms are consistent with federal law and the government's needs.", | |
| "url": "https://www.ecfr.gov/current/title-48/part-27/subpart-27.4/section-27.405-3" | |
| } | |
| ], | |
| "Washington_state_laws": [ | |
| { | |
| "law": "RCW 19.86.020", | |
| "popular_name_for_this_specific_section_of_the_law": "Unfair Methods of Competition and Unfair or Deceptive Acts or Practices", | |
| "why_this_law": "This law prohibits unfair or deceptive acts or practices in trade or commerce, which could be used to challenge the EULA terms if they are found to be unfair or deceptive in their imposition on the government.", | |
| "url": "https://app.leg.wa.gov/RCW/default.aspx?cite=19.86.020" | |
| } | |
| ], | |
| "recommendations": { | |
| "for_accepting_party_lawyers": [ | |
| { | |
| "action": "Challenge the EULA terms that conflict with federal laws and regulations.", | |
| "legal_basis": "41 U.S.C. § 3301 (Full and Open Competition) and 41 U.S.C. § 1121 (Procurement Policies)", | |
| "steps": [ | |
| "Review the EULA terms in detail to identify specific clauses that conflict with federal procurement laws.", | |
| "Prepare a legal argument highlighting how these terms restrict full and open competition and violate federal procurement policies.", | |
| "File a formal complaint or motion to challenge the enforceability of these terms in the relevant legal forum." | |
| ] | |
| }, | |
| { | |
| "action": "Invoke U.C.C. § 2-302 to argue that the EULA terms are unconscionable.", | |
| "legal_basis": "U.C.C. § 2-302 (Unconscionable Contract or Clause)", | |
| "steps": [ | |
| "Gather evidence demonstrating that the EULA terms are excessively one-sided and unfair to the accepting party.", | |
| "Present this evidence in court to argue that the terms should be deemed unconscionable and therefore unenforceable.", | |
| "Seek a court order to modify or eliminate the unconscionable terms from the EULA." | |
| ] | |
| }, | |
| { | |
| "action": "Ensure that federal protections are not overridden by the EULA.", | |
| "legal_basis": "48 C.F.R. § 12.212 and 48 C.F.R. § 27.405-3 (Federal Acquisition Regulation)", | |
| "steps": [ | |
| "Review the EULA in the context of the Federal Acquisition Regulation to identify any terms that attempt to override federal protections.", | |
| "Prepare a legal argument that these terms are inconsistent with federal law and therefore unenforceable.", | |
| "File a motion to ensure that the government's rights under federal law are upheld." | |
| ] | |
| } | |
| ], | |
| "for_offering_party_lawyers": [ | |
| { | |
| "action": "Amend the EULA to ensure compliance with federal laws and regulations.", | |
| "legal_basis": "41 U.S.C. § 3301 and 41 U.S.C. § 1121", | |
| "steps": [ | |
| "Conduct a thorough review of the EULA to identify any terms that may conflict with federal procurement laws.", | |
| "Consult with legal experts in federal procurement to ensure that the amended EULA complies with all relevant laws and regulations.", | |
| "Update the EULA and communicate the changes to all affected parties." | |
| ] | |
| }, | |
| { | |
| "action": "Ensure that the EULA terms are not unconscionable.", | |
| "legal_basis": "U.C.C. § 2-302", | |
| "steps": [ | |
| "Review the EULA to identify any terms that could be considered excessively one-sided or unfair.", | |
| "Modify or remove any such terms to ensure that the EULA is fair and balanced.", | |
| "Consult with legal experts to ensure that the revised EULA complies with U.C.C. § 2-302." | |
| ] | |
| }, | |
| { | |
| "action": "Ensure that the EULA does not override federal protections.", | |
| "legal_basis": "48 C.F.R. § 12.212 and 48 C.F.R. § 27.405-3", | |
| "steps": [ | |
| "Review the EULA in the context of the Federal Acquisition Regulation to ensure that it does not attempt to override federal protections.", | |
| "Amend any terms that are inconsistent with federal law to ensure compliance.", | |
| "Communicate the changes to all affected parties and provide training to ensure understanding and compliance." | |
| ] | |
| } | |
| ], | |
| "for_judges": [ | |
| { | |
| "action": "Evaluate the EULA terms for compliance with federal laws and regulations.", | |
| "legal_basis": "41 U.S.C. § 3301 and 41 U.S.C. § 1121", | |
| "steps": [ | |
| "Review the EULA terms in detail to identify any conflicts with federal procurement laws.", | |
| "Consider the arguments presented by both parties regarding the enforceability of these terms.", | |
| "Issue a ruling that ensures compliance with federal laws and protects the government's rights." | |
| ] | |
| }, | |
| { | |
| "action": "Determine if the EULA terms are unconscionable.", | |
| "legal_basis": "U.C.C. § 2-302", | |
| "steps": [ | |
| "Review the evidence presented by the accepting party demonstrating that the EULA terms are excessively one-sided and unfair.", | |
| "Consider the arguments presented by both parties regarding the unconscionability of these terms.", | |
| "Issue a ruling that modifies or eliminates any unconscionable terms from the EULA." | |
| ] | |
| }, | |
| { | |
| "action": "Ensure that federal protections are not overridden by the EULA.", | |
| "legal_basis": "48 C.F.R. § 12.212 and 48 C.F.R. § 27.405-3", | |
| "steps": [ | |
| "Review the EULA in the context of the Federal Acquisition Regulation to identify any terms that attempt to override federal protections.", | |
| "Consider the arguments presented by both parties regarding the enforceability of these terms.", | |
| "Issue a ruling that ensures the government's rights under federal law are upheld." | |
| ] | |
| } | |
| ] | |
| } | |
| } | |
| } | |
| { | |
| "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", | |
| "key_issues": [ | |
| "Ambiguity regarding the user's rights and obligations under the open source licenses.", | |
| "Lack of immediate clarity on the specific open source licenses and their terms.", | |
| "Potential for unintentional non-compliance due to complex or inaccessible license terms.", | |
| "Unclear implications of third-party copyrights on the accepting party's use of the software." | |
| ], | |
| "USC_laws": [ | |
| { | |
| "law": "17 U.S.C. § 101 et seq.", | |
| "popular_name_for_this_specific_section_of_the_law": "Copyright Act", | |
| "why_this_law": "This law provides the legal framework for copyright in the United States, ensuring that users have the right to access and understand the terms of software licenses, including open source components. Clear communication of these terms is essential to protect the rights of the accepting party and to prevent unintentional infringement.", | |
| "url": "https://uscode.house.gov/view.xhtml?path=/prelim@title17/chapter1&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": "This law requires that any exclusions or modifications of warranties must be clearly communicated to the buyer. The lack of specific information about the open source licenses could be seen as a failure to clearly communicate the terms, thereby protecting the accepting party from unexpected liabilities.", | |
| "url": "https://www.law.cornell.edu/ucc/2/2-316" | |
| }, | |
| { | |
| "law": "U.C.C. § 2-313", | |
| "popular_name_for_this_specific_section_of_the_law": "Express Warranties by Affirmation, Promise, Description, Sample", | |
| "why_this_law": "This law requires that any express warranties made by the seller must be clearly communicated to the buyer. The lack of specific information about the open source licenses could be seen as a failure to provide clear express warranties, ensuring that the accepting party is fully informed of their rights and obligations.", | |
| "url": "https://www.law.cornell.edu/ucc/2/2-313" | |
| }, | |
| { | |
| "law": "U.C.C. § 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 unconscionable contracts or clauses. If the provided information is not easily accessible or comprehensive, the clause could be deemed unconscionable, thereby protecting the accepting party from unfair terms.", | |
| "url": "https://www.law.cornell.edu/ucc/2/2-302" | |
| }, | |
| { | |
| "law": "U.C.C. § 2-312", | |
| "popular_name_for_this_specific_section_of_the_law": "Warranty of Title and Against Infringement; Buyer's Obligation Against Infringement", | |
| "why_this_law": "This law requires that the seller must provide clear title and ensure that the goods are free from any third-party claims. The lack of clarity regarding third-party copyrights could be seen as a failure to meet this requirement, thereby protecting the accepting party from potential legal disputes.", | |
| "url": "https://www.law.cornell.edu/ucc/2/2-312" | |
| } | |
| ], | |
| "CFR_regulations": [ | |
| { | |
| "regulation": "17 C.F.R. § 240.10b-5", | |
| "popular_name_for_this_specific_part_of_the_regulation": "Employment of Manipulative and Deceptive Devices", | |
| "source_of_regulation": "Securities and Exchange Commission (SEC)", | |
| "why_this_regulation": "This regulation underscores the importance of transparency and full disclosure, which can be analogously applied to the need for clear and comprehensive information about open source software licenses. This ensures that the accepting party is not misled or deceived.", | |
| "url": "https://www.ecfr.gov/current/title-17/chapter-II/part-240/section-240.10b-5" | |
| }, | |
| { | |
| "regulation": "37 C.F.R. § 201.2", | |
| "popular_name_for_this_specific_part_of_the_regulation": "Copyright Notice", | |
| "source_of_regulation": "U.S. Copyright Office", | |
| "why_this_regulation": "This regulation outlines the requirements for copyright notice and the rights of copyright holders, supporting the need for clear communication of copyright information. This ensures that the accepting party is fully aware of the copyright status of the software they are using.", | |
| "url": "https://www.ecfr.gov/current/title-37/chapter-II/part-201/section-201.2" | |
| } | |
| ], | |
| "Washington_state_laws": [ | |
| { | |
| "law": "RCW 19.86.020", | |
| "popular_name_for_this_specific_section_of_the_law": "Unfair methods of competition and unfair or deceptive acts or practices", | |
| "why_this_law": "This law prohibits unfair or deceptive acts or practices in trade or commerce, ensuring that consumers are protected from misleading or unclear terms in software licenses. This protection is crucial for the accepting party to avoid being misled by ambiguous or deceptive license terms.", | |
| "url": "https://app.leg.wa.gov/RCW/default.aspx?cite=19.86.020" | |
| } | |
| ], | |
| "recommendations": { | |
| "for_accepting_party_lawyers": [ | |
| { | |
| "action": "Clarify the specific open source licenses and their terms.", | |
| "legal_basis": "17 U.S.C. § 101 et seq. (Copyright Act), U.C.C. § 2-316 (Exclusion or Modification of Warranties), U.C.C. § 2-313 (Express Warranties by Affirmation, Promise, Description, Sample)", | |
| "steps": [ | |
| "Request detailed information from LinkedIn regarding the specific open source licenses used.", | |
| "Review the terms of each open source license to ensure compliance.", | |
| "Advise the accepting party on their rights and obligations under each license." | |
| ] | |
| }, | |
| { | |
| "action": "Ensure clear communication of third-party copyright implications.", | |
| "legal_basis": "U.C.C. § 2-312 (Warranty of Title and Against Infringement; Buyer's Obligation Against Infringement), 37 C.F.R. § 201.2 (Copyright Notice)", | |
| "steps": [ | |
| "Request LinkedIn to provide clear documentation on third-party copyrights.", | |
| "Review the provided documentation to identify any potential legal risks.", | |
| "Advise the accepting party on how to mitigate these risks." | |
| ] | |
| }, | |
| { | |
| "action": "Protect against potential unconscionable terms.", | |
| "legal_basis": "U.C.C. § 2-302 (Unconscionable Contract or Clause), RCW 19.86.020 (Unfair methods of competition and unfair or deceptive acts or practices)", | |
| "steps": [ | |
| "Review the End User License Agreement for any potentially unconscionable terms.", | |
| "Advise the accepting party on their rights to challenge such terms.", | |
| "Prepare to negotiate or litigate if necessary to protect the accepting party's interests." | |
| ] | |
| } | |
| ], | |
| "for_offering_party_lawyers": [ | |
| { | |
| "action": "Provide clear and comprehensive information about open source licenses.", | |
| "legal_basis": "17 U.S.C. § 101 et seq. (Copyright Act), U.C.C. § 2-316 (Exclusion or Modification of Warranties), U.C.C. § 2-313 (Express Warranties by Affirmation, Promise, Description, Sample)", | |
| "steps": [ | |
| "Compile a detailed list of all open source licenses used in the software.", | |
| "Ensure that the terms of each license are clearly communicated to the accepting party.", | |
| "Include this information in the End User License Agreement and any related documentation." | |
| ] | |
| }, | |
| { | |
| "action": "Ensure transparency regarding third-party copyrights.", | |
| "legal_basis": "U.C.C. § 2-312 (Warranty of Title and Against Infringement; Buyer's Obligation Against Infringement), 37 C.F.R. § 201.2 (Copyright Notice)", | |
| "steps": [ | |
| "Identify all third-party copyrights associated with the software.", | |
| "Provide clear documentation of these copyrights to the accepting party.", | |
| "Include this information in the End User License Agreement and any related documentation." | |
| ] | |
| }, | |
| { | |
| "action": "Avoid unconscionable terms in the End User License Agreement.", | |
| "legal_basis": "U.C.C. § 2-302 (Unconscionable Contract or Clause), RCW 19.86.020 (Unfair methods of competition and unfair or deceptive acts or practices)", | |
| "steps": [ | |
| "Review the End User License Agreement to ensure that all terms are fair and reasonable.", | |
| "Remove or revise any terms that could be considered unconscionable.", | |
| "Ensure that the agreement is clear and understandable to the accepting party." | |
| ] | |
| } | |
| ], | |
| "for_judges": [ | |
| { | |
| "action": "Ensure that the terms of the End User License Agreement are clear and fair.", | |
| "legal_basis": "U.C.C. § 2-302 (Unconscionable Contract or Clause), RCW 19.86.020 (Unfair methods of competition and unfair or deceptive acts or practices)", | |
| "steps": [ | |
| "Review the End User License Agreement for clarity and fairness.", | |
| "Identify any terms that may be considered unconscionable or deceptive.", | |
| "Provide a ruling that ensures the protection of the accepting party's rights." | |
| ] | |
| }, | |
| { | |
| "action": "Ensure compliance with copyright laws and regulations.", | |
| "legal_basis": "17 U.S.C. § 101 et seq. (Copyright Act), 37 C.F.R. § 201.2 (Copyright Notice)", | |
| "steps": [ | |
| "Review the documentation provided by the offering party regarding open source licenses and third-party copyrights.", | |
| "Ensure that the accepting party has been given clear and comprehensive information.", | |
| "Provide a ruling that upholds the requirements of copyright laws and regulations." | |
| ] | |
| }, | |
| { | |
| "action": "Ensure that warranties are clearly communicated and upheld.", | |
| "legal_basis": "U.C.C. § 2-316 (Exclusion or Modification of Warranties), U.C.C. § 2-313 (Express Warranties by Affirmation, Promise, Description, Sample)", | |
| "steps": [ | |
| "Review the End User License Agreement for clear communication of warranties.", | |
| "Ensure that any exclusions or modifications of warranties are clearly stated.", | |
| "Provide a ruling that protects the accepting party from unexpected liabilities." | |
| ] | |
| } | |
| ] | |
| } | |
| } | |
| } | |
| { | |
| "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", | |
| "key_issues": [ | |
| "LinkedIn disclaims all warranties, including implied warranties of merchantability and fitness for a particular purpose.", | |
| "The software is provided 'as-is' without any guarantees of error-free or uninterrupted operation.", | |
| "The clause limits LinkedIn's liability and reduces their obligation to provide support or fixes.", | |
| "The extent to which LinkedIn is responsible for addressing defects or ensuring compatibility with specific platforms is unclear.", | |
| "The clause may infringe on the user's right to expect a certain standard of service and reliability from the software." | |
| ], | |
| "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 provides protections for consumers against deceptive warranty practices and ensures that warranties are clearly and fully disclosed. Given LinkedIn's broad disclaimer of all warranties, this law may require LinkedIn to provide more explicit warranties or remedies for defects, ensuring that users are not misled about the reliability and functionality of the software.", | |
| "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", | |
| "why_this_law": "The Federal Trade Commission Act prohibits unfair or deceptive acts or practices in commerce. This could be interpreted to require LinkedIn to provide a certain level of service and not mislead users about the reliability and functionality of their software, ensuring that users receive a fair and honest representation of what they are purchasing.", | |
| "url": "https://uscode.house.gov/view.xhtml?path=/prelim@title15/chapter2/subchapter1&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 states that to exclude or modify the implied warranty of merchantability or any part of it, the language must mention merchantability and in case of a writing must be conspicuous. To exclude or modify any implied warranty of fitness, the exclusion must be by a writing and conspicuous. This section ensures that disclaimers of implied warranties are clear and conspicuous, protecting the accepting party from hidden or unclear disclaimers.", | |
| "url": "https://www.law.cornell.edu/ucc/2/2-316" | |
| }, | |
| { | |
| "law": "U.C.C. § 2-314", | |
| "popular_name_for_this_specific_section_of_the_law": "Implied Warranty of Merchantability", | |
| "why_this_law": "U.C.C. § 2-314 establishes the implied warranty of merchantability, which ensures that goods are fit for the ordinary purposes for which such goods are used. This section protects the accepting party by ensuring that the software provided by LinkedIn meets a minimum standard of quality and functionality, regardless of any disclaimers.", | |
| "url": "https://www.law.cornell.edu/ucc/2/2-314" | |
| } | |
| ], | |
| "CFR_regulations": [ | |
| { | |
| "regulation": "16 C.F.R. § 700.10", | |
| "popular_name_for_this_specific_part_of_the_regulation": "Written Warranty Terms", | |
| "source_of_regulation": "Federal Trade Commission (FTC)", | |
| "why_this_regulation": "This regulation requires that written warranties be clear and conspicuous, and that they fully disclose the terms and conditions of the warranty. By disclaiming all warranties, LinkedIn may be violating this requirement, as it does not provide clear and adequate information about the user's rights and remedies.", | |
| "url": "https://www.ecfr.gov/current/title-16/chapter-I/subchapter-G/part-700" | |
| }, | |
| { | |
| "regulation": "15 C.F.R. § 230.3", | |
| "popular_name_for_this_specific_part_of_the_regulation": "Warranty Disclosure", | |
| "source_of_regulation": "National Institute of Standards and Technology (NIST)", | |
| "why_this_regulation": "This regulation mandates that warranties must be clearly disclosed and must not be misleading. By disclaiming all warranties, LinkedIn may be failing to provide the necessary information to the user, thus potentially misleading them about their rights and remedies.", | |
| "url": "https://www.ecfr.gov/current/title-15/subtitle-B/chapter-II/subchapter-B/part-230" | |
| } | |
| ], | |
| "Washington_state_laws": [ | |
| { | |
| "law": "RCW 62A.2-316", | |
| "popular_name_for_this_specific_section_of_the_law": "Exclusion or Modification of Warranties", | |
| "why_this_law": "This Washington state law mirrors the UCC's provisions on the exclusion or modification of warranties. It ensures that any disclaimers of implied warranties are clear and conspicuous, protecting consumers from hidden or unclear disclaimers.", | |
| "url": "https://app.leg.wa.gov/rcw/default.aspx?cite=62A.2-316" | |
| }, | |
| { | |
| "law": "RCW 62A.2-314", | |
| "popular_name_for_this_specific_section_of_the_law": "Implied Warranty of Merchantability", | |
| "why_this_law": "This Washington state law establishes the implied warranty of merchantability, ensuring that goods are fit for their ordinary purposes. It protects consumers by ensuring that the software provided by LinkedIn meets a minimum standard of quality and functionality.", | |
| "url": "https://app.leg.wa.gov/rcw/default.aspx?cite=62A.2-314" | |
| } | |
| ], | |
| "recommendations": { | |
| "for_accepting_party_lawyers": [ | |
| { | |
| "action": "Challenge the broad disclaimer of warranties", | |
| "legal_basis": "Magnuson-Moss Warranty Act (15 U.S.C. § 2301 et seq.)", | |
| "steps": [ | |
| "Review the specific language of the disclaimer to determine if it meets the requirements for clear and conspicuous disclosure.", | |
| "Argue that LinkedIn's broad disclaimer of all warranties may violate the Magnuson-Moss Warranty Act, which requires that warranties be clearly and fully disclosed.", | |
| "File a complaint with the Federal Trade Commission (FTC) if LinkedIn's disclaimer is found to be deceptive or misleading." | |
| ] | |
| }, | |
| { | |
| "action": "Ensure compliance with U.C.C. § 2-316", | |
| "legal_basis": "U.C.C. § 2-316 (Exclusion or Modification of Warranties)", | |
| "steps": [ | |
| "Examine the disclaimer to ensure that it explicitly mentions 'merchantability' and is conspicuous in the document.", | |
| "If the disclaimer does not meet these requirements, argue that the implied warranties of merchantability and fitness for a particular purpose should still apply.", | |
| "Seek a court ruling to enforce the implied warranties if LinkedIn's disclaimer is found to be non-compliant." | |
| ] | |
| }, | |
| { | |
| "action": "Invoke Washington state laws on implied warranties", | |
| "legal_basis": "RCW 62A.2-314 (Implied Warranty of Merchantability) and RCW 62A.2-316 (Exclusion or Modification of Warranties)", | |
| "steps": [ | |
| "Review the EULA to ensure that any disclaimers of implied warranties are clear and conspicuous as required by Washington state law.", | |
| "Argue that the software provided by LinkedIn must meet a minimum standard of quality and functionality under the implied warranty of merchantability.", | |
| "File a lawsuit in Washington state court if LinkedIn's disclaimer is found to be non-compliant with state laws." | |
| ] | |
| } | |
| ], | |
| "for_offering_party_lawyers": [ | |
| { | |
| "action": "Ensure compliance with federal and state warranty laws", | |
| "legal_basis": "Magnuson-Moss Warranty Act, U.C.C. § 2-316, and Washington state laws (RCW 62A.2-314 and RCW 62A.2-316)", | |
| "steps": [ | |
| "Review the EULA to ensure that all disclaimers of warranties are clear, conspicuous, and meet the requirements of federal and state laws.", | |
| "Update the EULA language to explicitly mention 'merchantability' and ensure that it is conspicuous in the document.", | |
| "Provide additional disclosures or remedies for defects to comply with the Magnuson-Moss Warranty Act and avoid potential legal challenges." | |
| ] | |
| }, | |
| { | |
| "action": "Mitigate risk of deceptive practices claims", | |
| "legal_basis": "Federal Trade Commission Act (15 U.S.C. § 45)", | |
| "steps": [ | |
| "Ensure that the EULA does not contain any language that could be considered deceptive or misleading about the reliability and functionality of the software.", | |
| "Provide clear and accurate information about the software's capabilities and any limitations in the EULA.", | |
| "Regularly review and update the EULA to ensure ongoing compliance with FTC regulations and avoid potential claims of unfair or deceptive practices." | |
| ] | |
| } | |
| ], | |
| "for_judges": [ | |
| { | |
| "action": "Evaluate the clarity and conspicuousness of the warranty disclaimer", | |
| "legal_basis": "U.C.C. § 2-316 and RCW 62A.2-316", | |
| "steps": [ | |
| "Review the language of the EULA to determine if the disclaimer of warranties is clear and conspicuous as required by the U.C.C. and Washington state law.", | |
| "Consider whether the disclaimer explicitly mentions 'merchantability' and is presented in a way that is easily noticeable by the accepting party.", | |
| "Rule on the enforceability of the disclaimer based on its compliance with the legal requirements for exclusion or modification of warranties." | |
| ] | |
| }, | |
| { | |
| "action": "Assess compliance with the Magnuson-Moss Warranty Act", | |
| "legal_basis": "Magnuson-Moss Warranty Act (15 U.S.C. § 2301 et seq.)", | |
| "steps": [ | |
| "Determine if LinkedIn's broad disclaimer of all warranties meets the requirements for clear and full disclosure under the Magnuson-Moss Warranty Act.", | |
| "Evaluate whether the disclaimer provides adequate information about the user's rights and remedies in case of defects or issues with the software.", | |
| "Issue a ruling on whether LinkedIn's disclaimer violates the Magnuson-Moss Warranty Act and, if so, what remedies should be provided to the accepting party." | |
| ] | |
| } | |
| ] | |
| } | |
| } | |
| } | |
| { | |
| "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", | |
| "key_issues": [ | |
| "Vagueness in compliance requirements", | |
| "Restrictions on software modification and reverse engineering", | |
| "Limitations on copying and reproducing software", | |
| "Ambiguity in privacy and intellectual property rights adherence" | |
| ], | |
| "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 ensures that LinkedIn cannot impose unfair or unclear compliance requirements on users, protecting them from potentially deceptive practices. It safeguards the accepting party from being subjected to vague and overly broad terms that could be interpreted in a way that unfairly limits their rights.", | |
| "url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section45&num=0&edition=prelim" | |
| }, | |
| { | |
| "law": "17 U.S.C. § 107", | |
| "popular_name_for_this_specific_section_of_the_law": "Copyright Act - Fair Use", | |
| "why_this_law": "This law provides the doctrine of fair use, allowing users to use copyrighted material under certain conditions. It protects the accepting party's rights to use the software in ways that are legally permissible, even if the EULA imposes overly restrictive intellectual property claims.", | |
| "url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title17-section107&num=0&edition=prelim" | |
| }, | |
| { | |
| "law": "17 U.S.C. § 117(a)", | |
| "popular_name_for_this_specific_section_of_the_law": "Copyright Act - Making of Additional Copy or Adaptation by Owner of Copy", | |
| "why_this_law": "This law allows the owner of a copy of a computer program to make another copy or adaptation of that program as an essential step in the utilization of the program or for archival purposes. It opposes the clause that restricts copying or reproducing the software, thereby protecting the accepting party's right to use the software effectively.", | |
| "url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title17-section117&num=0&edition=prelim" | |
| }, | |
| { | |
| "law": "17 U.S.C. § 1201(f)", | |
| "popular_name_for_this_specific_section_of_the_law": "Copyright Act - Reverse Engineering for Interoperability", | |
| "why_this_law": "This law provides an exception to the prohibition on circumvention of technological measures, allowing reverse engineering for the purpose of achieving interoperability of an independently created computer program with other programs. It protects the accepting party's right to ensure that the software can work with other systems they use.", | |
| "url": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title17-section1201&num=0&edition=prelim" | |
| } | |
| ], | |
| "UCC_laws": [ | |
| { | |
| "law": "U.C.C. § 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 or to limit the application of any clause in a contract that is found to be unconscionable. The vagueness of the clause requiring compliance with 'all applicable laws' could be deemed unconscionable as it imposes an unreasonable burden on the accepting party.", | |
| "url": "https://www.law.cornell.edu/ucc/2/2-302" | |
| }, | |
| { | |
| "law": "U.C.C. § 2-316", | |
| "popular_name_for_this_specific_section_of_the_law": "Exclusion or Modification of Warranties", | |
| "why_this_law": "This law requires that any exclusion or modification of warranties must be conspicuous and clearly stated. The vagueness of the clause regarding privacy and intellectual property rights restrictions could be seen as an attempt to exclude or modify warranties without clear and conspicuous language.", | |
| "url": "https://www.law.cornell.edu/ucc/2/2-316" | |
| }, | |
| { | |
| "law": "U.C.C. § 2-312(3)", | |
| "popular_name_for_this_specific_section_of_the_law": "Warranty of Title and Against Infringement", | |
| "why_this_law": "This law ensures that the buyer (accepting party) has the right to use the goods (software) without infringement on their ability to make improvements or modifications, provided these do not violate other terms of the agreement.", | |
| "url": "https://www.law.cornell.edu/ucc/2/2-312" | |
| }, | |
| { | |
| "law": "U.C.C. § 2-314(2)(c)", | |
| "popular_name_for_this_specific_section_of_the_law": "Implied Warranty: Merchantability; Usage of Trade", | |
| "why_this_law": "This law implies that goods (software) must be fit for the ordinary purposes for which such goods are used. The accepting party may need to alter or reverse engineer the software to ensure it meets their specific needs or to ensure compatibility with other systems.", | |
| "url": "https://www.law.cornell.edu/ucc/2/2-314" | |
| } | |
| ], | |
| "CFR_regulations": [ | |
| { | |
| "regulation": "17 C.F.R. § 1201(f)", | |
| "popular_name_for_this_specific_part_of_the_regulation": "Reverse Engineering for Interoperability", | |
| "source_of_regulation": "U.S. Copyright Office", | |
| "why_this_regulation": "This regulation explicitly allows reverse engineering of software for the purpose of achieving interoperability with other software, which directly opposes the clause that prohibits such actions unless allowed by law.", | |
| "url": "https://www.ecfr.gov/current/title-17/section-1201" | |
| }, | |
| { | |
| "regulation": "17 C.F.R. § 117", | |
| "popular_name_for_this_specific_part_of_the_regulation": "Making of Additional Copy or Adaptation by Owner of Copy", | |
| "source_of_regulation": "U.S. Copyright Office", | |
| "why_this_regulation": "This regulation allows the owner of a copy of a computer program to make another copy or adaptation of that program as an essential step in the utilization of the program in conjunction with a machine and for archival purposes, which directly opposes the clause that restricts copying or reproducing the software.", | |
| "url": "https://www.ecfr.gov/current/title-17/section-117" | |
| } | |
| ], | |
| "Washington_state_laws": [ | |
| { | |
| "law": "RCW 19.86.020", | |
| "popular_name_for_this_specific_section_of_the_law": "Washington State Consumer Protection Act - Unfair or Deceptive Acts or Practices", | |
| "why_this_law": "This law prohibits unfair or deceptive acts or practices in trade or commerce. If LinkedIn's clause is deemed overly broad or vague, it could be considered an unfair practice, thus protecting the user's rights.", | |
| "url": "https://app.leg.wa.gov/RCW/default.aspx?cite=19.86.020" | |
| } | |
| ], | |
| "recommendations": { | |
| "for_accepting_party_lawyers": [ | |
| { | |
| "action": "Challenge the vagueness in compliance requirements", | |
| "legal_basis": "15 U.S.C. § 45 (Federal Trade Commission Act - Unfair or Deceptive Acts or Practices) and RCW 19.86.020 (Washington State Consumer Protection Act - Unfair or Deceptive Acts or Practices)", | |
| "steps": [ | |
| "Review the specific language in the EULA that imposes compliance requirements.", | |
| "Gather evidence of how the vagueness could lead to unfair or deceptive practices.", | |
| "File a complaint with the Federal Trade Commission (FTC) and the Washington State Attorney General's Office.", | |
| "Seek a declaratory judgment from a court to clarify the compliance requirements." | |
| ] | |
| }, | |
| { | |
| "action": "Assert the right to modify and reverse engineer the software", | |
| "legal_basis": "17 U.S.C. § 1201(f) (Copyright Act - Reverse Engineering for Interoperability) and 17 C.F.R. § 1201(f) (Reverse Engineering for Interoperability)", | |
| "steps": [ | |
| "Document the necessity of reverse engineering for interoperability purposes.", | |
| "Prepare a legal argument based on the exceptions provided in 17 U.S.C. § 1201(f) and 17 C.F.R. § 1201(f).", | |
| "File a motion to dismiss any claims by LinkedIn that prohibit reverse engineering.", | |
| "Seek an injunction to prevent LinkedIn from enforcing the restrictive clause." | |
| ] | |
| }, | |
| { | |
| "action": "Defend the right to make additional copies or adaptations of the software", | |
| "legal_basis": "17 U.S.C. § 117(a) (Copyright Act - Making of Additional Copy or Adaptation by Owner of Copy) and 17 C.F.R. § 117 (Making of Additional Copy or Adaptation by Owner of Copy)", | |
| "steps": [ | |
| "Collect evidence showing the necessity of making additional copies or adaptations for utilization or archival purposes.", | |
| "Draft a legal argument highlighting the protections under 17 U.S.C. § 117(a) and 17 C.F.R. § 117.", | |
| "File a motion to invalidate the restrictive clause on copying and reproducing the software.", | |
| "Seek a court order affirming the right to make necessary copies or adaptations." | |
| ] | |
| } | |
| ], | |
| "for_offering_party_lawyers": [ | |
| { | |
| "action": "Clarify compliance requirements in the EULA", | |
| "legal_basis": "15 U.S.C. § 45 (Federal Trade Commission Act - Unfair or Deceptive Acts or Practices) and RCW 19.86.020 (Washington State Consumer Protection Act - Unfair or Deceptive Acts or Practices)", | |
| "steps": [ | |
| "Review and revise the compliance requirements to ensure they are specific and clear.", | |
| "Consult with regulatory experts to ensure the revised language complies with federal and state laws.", | |
| "Update the EULA and notify all users of the changes.", | |
| "Implement a process for users to seek clarification on compliance requirements." | |
| ] | |
| }, | |
| { | |
| "action": "Provide clear exceptions for reverse engineering and copying", | |
| "legal_basis": "17 U.S.C. § 1201(f) (Copyright Act - Reverse Engineering for Interoperability), 17 C.F.R. § 1201(f) (Reverse Engineering for Interoperability), 17 U.S.C. § 117(a) (Copyright Act - Making of Additional Copy or Adaptation by Owner of Copy), and 17 C.F.R. § 117 (Making of Additional Copy or Adaptation by Owner of Copy)", | |
| "steps": [ | |
| "Amend the EULA to include specific exceptions for reverse engineering and making additional copies as allowed by law.", | |
| "Ensure the language is clear and conspicuous to avoid any claims of unconscionability.", | |
| "Consult with intellectual property attorneys to ensure compliance with copyright laws.", | |
| "Communicate the changes to all users and provide a summary of their rights under the revised EULA." | |
| ] | |
| }, | |
| { | |
| "action": "Ensure warranty disclaimers are clear and conspicuous", | |
| "legal_basis": "U.C.C. § 2-316 (Exclusion or Modification of Warranties)", | |
| "steps": [ | |
| "Review the EULA to identify any warranty disclaimers.", | |
| "Revise the disclaimers to ensure they are clear, conspicuous, and comply with U.C.C. § 2-316.", | |
| "Include a summary of the disclaimers in a prominent location within the EULA.", | |
| "Provide users with a clear explanation of the warranty terms and their implications." | |
| ] | |
| } | |
| ], | |
| "for_judges": [ | |
| { | |
| "action": "Evaluate the fairness and clarity of the compliance requirements", | |
| "legal_basis": "15 U.S.C. § 45 (Federal Trade Commission Act - Unfair or Deceptive Acts or Practices) and RCW 19.86.020 (Washington State Consumer Protection Act - Unfair or Deceptive Acts or Practices)", | |
| "steps": [ | |
| "Review the specific language of the compliance requirements in the EULA.", | |
| "Consider the potential for the requirements to be interpreted in an unfair or deceptive manner.", | |
| "Determine whether the requirements meet the standards of clarity and fairness under federal and state laws.", | |
| "Issue a ruling that either upholds or invalidates the compliance requirements based on the findings." | |
| ] | |
| }, | |
| { | |
| "action": "Assess the legality of restrictions on reverse engineering and copying", | |
| "legal_basis": "17 U.S.C. § 1201(f) (Copyright Act - Reverse Engineering for Interoperability), 17 C.F.R. § 1201(f) (Reverse Engineering for Interoperability), 17 U.S.C. § 117(a) (Copyright Act - Making of Additional Copy or Adaptation by Owner of Copy), and 17 C.F.R. § 117 (Making of Additional Copy or Adaptation by Owner of Copy)", | |
| "steps": [ | |
| "Examine the clauses in the EULA that restrict reverse engineering and copying.", | |
| "Evaluate the applicability of the exceptions provided under 17 U.S.C. § 1201(f) and 17 U.S.C. § 117(a).", | |
| "Consider the regulatory guidelines under 17 C.F.R. § 1201(f) and 17 C.F.R. § 117.", | |
| "Issue a ruling that clarifies the rights of the accepting party to reverse engineer and make additional copies as allowed by law." | |
| ] | |
| }, | |
| { | |
| "action": "Determine the enforceability of warranty disclaimers", | |
| "legal_basis": "U.C.C. § 2-316 (Exclusion or Modification of Warranties)", | |
| "steps": [ | |
| "Review the warranty disclaimers in the EULA for clarity and conspicuousness.", | |
| "Assess whether the disclaimers comply with the requirements of U.C.C. § 2-316.", | |
| "Consider any evidence presented by the accepting party regarding the impact of the disclaimers.", | |
| "Issue a ruling on the enforceability of the disclaimers based on the findings." | |
| ] | |
| } | |
| ] | |
| } | |
| } | |
| } | |
| { | |
| "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", | |
| "key_issues": [ | |
| "Limitation of Liability: The clause limits LinkedIn's liability for various types of damages, including indirect, incidental, special, consequential, or exemplary damages.", | |
| "Jurisdictional Variability: The clause acknowledges that some jurisdictions do not allow such limitations, which may affect its enforceability.", | |
| "Financial Protection for LinkedIn: The clause aims to protect LinkedIn from extensive financial liability, helping it manage risk and maintain profitability.", | |
| "Potential Infringement on User Rights: The clause may limit the user's ability to seek full compensation for damages incurred due to LinkedIn's services." | |
| ], | |
| "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 commerce. If LinkedIn's limitation of liability is deemed unfair or deceptive, it could be challenged under this statute, thereby protecting the user's right to fair treatment.", | |
| "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 regarding warranties and service contracts. If LinkedIn's limitation of liability is seen as a form of warranty or service contract, it could be subject to the Act's provisions, ensuring that users are not unfairly restricted in their rights.", | |
| "url": "https://uscode.house.gov/view.xhtml?path=/prelim@title15/chapter50&edition=prelim" | |
| } | |
| ], | |
| "UCC_laws": [ | |
| { | |
| "law": "U.C.C. § 2-719(3)", | |
| "popular_name_for_this_specific_section_of_the_law": "Limitation of Consequential Damages", | |
| "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 provides a legal basis for challenging the clause if it is deemed unconscionable, thereby protecting the user's right to fair compensation.", | |
| "url": "https://www.law.cornell.edu/ucc/2/2-719" | |
| }, | |
| { | |
| "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 a contract or clause that is found to be unconscionable at the time it was made. This provides a legal basis for challenging the clause if it is deemed unconscionable, ensuring that users are not subjected to unfair terms.", | |
| "url": "https://www.law.cornell.edu/ucc/2/2-302" | |
| } | |
| ], | |
| "CFR_regulations": [ | |
| { | |
| "regulation": "16 C.F.R. § 1.1", | |
| "popular_name_for_this_specific_part_of_the_regulation": "Unfair or Deceptive Acts or Practices", | |
| "source_of_regulation": "Federal Trade Commission (FTC)", | |
| "why_this_regulation": "This regulation prohibits unfair or deceptive acts or practices in commerce, which can include overly broad liability limitations that unfairly disadvantage consumers. This ensures that users are protected from deceptive practices.", | |
| "url": "https://www.ecfr.gov/current/title-16/chapter-I/subchapter-A/part-1" | |
| }, | |
| { | |
| "regulation": "16 C.F.R. § 310.3", | |
| "popular_name_for_this_specific_part_of_the_regulation": "Deceptive Telemarketing Acts or Practices", | |
| "source_of_regulation": "Federal Trade Commission (FTC)", | |
| "why_this_regulation": "This regulation addresses deceptive practices in telemarketing, which can be analogous to online service agreements that unfairly limit liability and mislead consumers. This ensures that users are not misled by unfair terms.", | |
| "url": "https://www.ecfr.gov/current/title-16/chapter-I/subchapter-C/part-310" | |
| } | |
| ], | |
| "Washington_state_laws": [ | |
| { | |
| "law": "RCW 19.86.020", | |
| "popular_name_for_this_specific_section_of_the_law": "Washington Consumer Protection Act - Unfair or Deceptive Acts or Practices", | |
| "why_this_law": "This law prohibits unfair or deceptive acts or practices in trade or commerce. If LinkedIn's limitation of liability is deemed unfair or deceptive, it could be challenged under this statute, thereby protecting the user's rights under Washington state law.", | |
| "url": "https://app.leg.wa.gov/RCW/default.aspx?cite=19.86.020" | |
| } | |
| ], | |
| "recommendations": { | |
| "for_accepting_party_lawyers": [ | |
| { | |
| "action": "Challenge the enforceability of the limitation of liability clause", | |
| "legal_basis": "15 U.S.C. § 45 (Federal Trade Commission Act - Unfair or Deceptive Acts or Practices)", | |
| "steps": [ | |
| "Review the specific terms of the limitation of liability clause to identify any potentially unfair or deceptive elements.", | |
| "Gather evidence of how the clause may mislead or unfairly disadvantage the user.", | |
| "File a complaint with the Federal Trade Commission (FTC) if the clause is found to be unfair or deceptive.", | |
| "Prepare to present arguments in court that the clause violates the FTC Act." | |
| ] | |
| }, | |
| { | |
| "action": "Argue that the limitation of liability clause is unconscionable", | |
| "legal_basis": "U.C.C. § 2-302 (Unconscionable Contract or Clause)", | |
| "steps": [ | |
| "Analyze the circumstances under which the agreement was made to determine if the clause is unconscionable.", | |
| "Collect evidence showing that the clause is overly harsh or one-sided.", | |
| "File a motion in court to have the clause declared unconscionable and therefore unenforceable.", | |
| "Present arguments and evidence in court to support the claim of unconscionability." | |
| ] | |
| }, | |
| { | |
| "action": "Invoke state consumer protection laws", | |
| "legal_basis": "RCW 19.86.020 (Washington Consumer Protection Act - Unfair or Deceptive Acts or Practices)", | |
| "steps": [ | |
| "Examine the limitation of liability clause for any elements that could be considered unfair or deceptive under Washington state law.", | |
| "Document any instances where the clause has caused harm or disadvantage to the user.", | |
| "File a complaint with the Washington State Attorney General's Office if the clause is found to be unfair or deceptive.", | |
| "Prepare to argue in court that the clause violates the Washington Consumer Protection Act." | |
| ] | |
| } | |
| ], | |
| "for_offering_party_lawyers": [ | |
| { | |
| "action": "Ensure the limitation of liability clause is clear and conspicuous", | |
| "legal_basis": "16 C.F.R. § 1.1 (Unfair or Deceptive Acts or Practices)", | |
| "steps": [ | |
| "Review the language of the limitation of liability clause to ensure it is clear and easily understandable.", | |
| "Make the clause conspicuous in the agreement, such as by using bold or highlighted text.", | |
| "Include a summary of the clause at the beginning of the agreement to ensure users are aware of its terms.", | |
| "Regularly review and update the clause to comply with current regulations and best practices." | |
| ] | |
| }, | |
| { | |
| "action": "Provide adequate disclosures and warnings", | |
| "legal_basis": "15 U.S.C. § 2301 et seq. (Magnuson-Moss Warranty Act)", | |
| "steps": [ | |
| "Ensure that the limitation of liability clause includes clear disclosures about its scope and limitations.", | |
| "Provide users with warnings about the potential risks and limitations associated with the clause.", | |
| "Include a section in the agreement that explains the user's rights under the Magnuson-Moss Warranty Act.", | |
| "Regularly review and update the disclosures and warnings to ensure compliance with the Act." | |
| ] | |
| }, | |
| { | |
| "action": "Limit the scope of the limitation of liability clause to avoid unconscionability", | |
| "legal_basis": "U.C.C. § 2-719(3) (Limitation of Consequential Damages)", | |
| "steps": [ | |
| "Review the limitation of liability clause to ensure it does not exclude consequential damages in an unconscionable manner.", | |
| "Consider including exceptions to the limitation of liability for certain types of damages, such as those resulting from gross negligence or willful misconduct.", | |
| "Provide users with a clear explanation of the limitations and any exceptions.", | |
| "Regularly review and update the clause to ensure it remains fair and reasonable." | |
| ] | |
| } | |
| ], | |
| "for_judges": [ | |
| { | |
| "action": "Evaluate the fairness and reasonableness of the limitation of liability clause", | |
| "legal_basis": "U.C.C. § 2-302 (Unconscionable Contract or Clause)", | |
| "steps": [ | |
| "Review the terms of the limitation of liability clause to determine if it is overly harsh or one-sided.", | |
| "Consider the circumstances under which the agreement was made, including the relative bargaining power of the parties.", | |
| "Evaluate any evidence presented by the parties regarding the fairness and reasonableness of the clause.", | |
| "Make a determination as to whether the clause is unconscionable and should be unenforceable." | |
| ] | |
| }, | |
| { | |
| "action": "Assess compliance with consumer protection laws", | |
| "legal_basis": "15 U.S.C. § 45 (Federal Trade Commission Act - Unfair or Deceptive Acts or Practices)", | |
| "steps": [ | |
| "Examine the limitation of liability clause for any elements that could be considered unfair or deceptive.", | |
| "Review any evidence presented by the parties regarding the impact of the clause on consumers.", | |
| "Consider the intent and purpose of the Federal Trade Commission Act in protecting consumers from unfair or deceptive practices.", | |
| "Make a determination as to whether the clause violates the FTC Act and should be unenforceable." | |
| ] | |
| }, | |
| { | |
| "action": "Consider state-specific consumer protection laws", | |
| "legal_basis": "RCW 19.86.020 (Washington Consumer Protection Act - Unfair or Deceptive Acts or Practices)", | |
| "steps": [ | |
| "Review the limitation of liability clause in the context of Washington state law.", | |
| "Evaluate any evidence presented by the parties regarding the impact of the clause on consumers in Washington.", | |
| "Consider the intent and purpose of the Washington Consumer Protection Act in protecting consumers from unfair or deceptive practices.", | |
| "Make a determination as to whether the clause violates the Washington Consumer Protection Act and should be unenforceable." | |
| ] | |
| } | |
| ] | |
| } | |
| } | |
| } |
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