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innerop/linked-in-production.json

Last active June 13, 2024 01:40
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linked-in-production.json
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linked-in-production.json
{
"section_header": "7. Right to Terminate or Modify Software",
"analysis": [
{
"clause": "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.",
"reasoning": {
"federal_laws": [
{
"url_for_legal_code": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section45&num=0&edition=prelim",
"url_for_contract_law": "https://www.law.cornell.edu/ucc",
"notes": "The Federal Trade Commission (FTC) has the authority to enforce the provisions of the FTCA and can take action against companies that engage in unfair or deceptive practices. The accepting party can file a complaint with the FTC if they believe the modification clause is unfair.",
"issue": "The clause allowing LinkedIn to modify the EULA or Software without notice can infringe on the accepting party's rights by unilaterally changing the terms of the agreement, potentially imposing new obligations or removing existing rights without the accepting party's consent.",
"laws": "15 U.S.C. § 45(a)(1) (Federal Trade Commission Act, Section 5)",
"relevance": "Under Section 5 of the Federal Trade Commission Act (15 U.S.C. § 45(a)(1)), it can be argued that LinkedIn's clause allowing them to modify the End User License Agreement (EULA) or Software without notice constitutes an unfair practice. The Act prohibits unfair or deceptive acts or practices in or affecting commerce, and changing the terms of an agreement unilaterally and without notice can be considered unfair to the party that accepted the original terms.",
"federal_rights_advocacy": [
"1. Identify the specific clause in the EULA that infringes on the accepting party's rights.",
"2. Cite the specific federal law and section that protects the accepting party's rights.",
"3. Explain how the clause violates the specific provisions of the law.",
"4. Provide case law or precedents where similar clauses were deemed unenforceable.",
"5. Argue that the clause is unconscionable or unfair under the law.",
"6. Request the court to either modify the clause to be fair or to strike it out entirely."
]
}
],
"state_laws": [
{
"state": "California",
"url": "https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?sectionNum=1670.5&lawCode=CIV",
"notes": "This law is frequently cited in cases involving unconscionable contract terms and provides a strong basis for arguing that the modification rights clause in the EULA is unenforceable.",
"issue": "The clause allowing LinkedIn to modify the Software and EULA without notice can infringe on the accepting party's rights by not providing them with adequate notice or opportunity to consent to changes, which can lead to unexpected and potentially unfair terms being imposed on them.",
"laws": "Cal. Civ. Code § 1670.5(a) (West 2023)",
"relevance": "According to California Civil Code § 1670.5(a), LinkedIn may not enforce unconscionable clauses without providing fair notice and an opportunity to consent.",
"state_rights_advocacy": [
"1. Identify the specific clause in the EULA that allows LinkedIn to modify the Software and EULA without notice.",
"2. Argue that this clause is unconscionable and violates the accepting party's rights to fair notice and opportunity to consent to changes.",
"3. Cite the specific law and section that protects consumers from such unfair terms.",
"4. Demonstrate how the law applies to both LinkedIn and the accepting party.",
"5. Provide examples of case law where similar clauses were deemed unenforceable."
]
}
]
}
}
],
"legal_rights_potentially_violated": [
{
"right": "Right to Fair Notice",
"description": "The clause allowing LinkedIn to modify the Software and EULA without notice infringes on the accepting party's right to be informed of changes to the terms of the agreement. This right ensures that users are aware of any modifications that could affect their use of the software or their legal obligations."
},
{
"right": "Right to Consent",
"description": "The accepting party has the right to consent to any changes in the terms of the agreement. By allowing LinkedIn to unilaterally modify the EULA or Software without notice, the clause removes the accepting party's ability to agree or disagree with the new terms, which is a fundamental aspect of contract law."
},
{
"right": "Right to Fair and Equitable Treatment",
"description": "The clause may be considered unconscionable under both federal and state laws, such as the Federal Trade Commission Act and California Civil Code § 1670.5(a). These laws protect parties from unfair or deceptive practices and ensure that contract terms are fair and equitable. Unilateral modifications without notice can be seen as inherently unfair."
},
{
"right": "Right to Stability in Contractual Agreements",
"description": "Contracts are meant to provide stability and predictability for both parties. Allowing one party to change the terms at will undermines this stability and can lead to a lack of trust and reliability in the contractual relationship."
},
{
"right": "Right to Legal Recourse",
"description": "If the clause is deemed unfair or unconscionable, the accepting party has the right to seek legal recourse. This includes the ability to challenge the clause in court, request its modification, or have it struck out entirely. Federal and state laws provide mechanisms for individuals to contest unfair contract terms."
}
]
}
{
"section_header": "1. Description of Software",
"analysis": [
{
"clause": "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.",
"reasoning": {
"federal_laws": [
{
"url_for_legal_code": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section45&num=0&edition=prelim",
"url_for_contract_law": "https://www.law.cornell.edu/ucc",
"notes": "The Federal Trade Commission (FTC) has the authority to investigate and take action against companies that engage in unfair or deceptive practices. If the clause is found to be unfair, the FTC could require LinkedIn to modify the terms of the agreement.",
"issue": "The clause may infringe on the accepting party's rights by imposing conditions on the use of the software that are not clearly disclosed or that limit the user's ability to fully utilize the software without associating it with a LinkedIn account.",
"laws": "15 U.S.C. § 45(a)(1) - Unfair methods of competition unlawful; prevention by Commission",
"relevance": "According to 15 U.S.C. § 45(a)(1) of the Federal Trade Commission Act, it is illegal to engage in unfair or deceptive acts or practices in commerce. If an End User License Agreement (EULA) includes a clause that imposes unreasonable conditions on the use of software, such as mandating a LinkedIn account for full functionality without clear and transparent disclosure, this could be considered an unfair practice under this law.",
"federal_rights_advocacy": [
"1. Identify the specific rights of the accepting party that are potentially infringed by the clause.",
"2. Demonstrate how the clause imposes restrictions or conditions that may be deemed unreasonable or unfair under federal law.",
"3. Cite the specific law and section that protects the rights of the accepting party.",
"4. Provide evidence or examples of how similar clauses have been interpreted by courts in favor of the accepting party.",
"5. Argue that the offering party, LinkedIn, is subject to this law and must comply with its provisions.",
"6. Highlight any precedents or legal interpretations that support the accepting party's position."
]
}
],
"state_laws": [
{
"state": "California",
"url": "https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CIV&sectionNum=1670.5",
"notes": "This law is frequently cited in cases involving contract disputes and clauses that are deemed unfair or overly restrictive.",
"issue": "The clause may infringe on the accepting party's rights by imposing conditions on the use of the software that are not reasonably necessary for its functionality, such as requiring association with a LinkedIn account to enable full functionality.",
"laws": "Cal. Civ. Code § 1670.5(a)",
"relevance": "California Civil Code § 1670.5(a) permits a court to refuse to enforce a contract or any of its clauses if it determines that the contract or clause was unconscionable at the time it was created. In relation to this, a clause in the End User License Agreement could be deemed unconscionable if it imposes unreasonable conditions on the user, such as mandating the use of a LinkedIn account to access the full functionality of the software.",
"state_rights_advocacy": [
"Identify the specific rights of the accepting party that are potentially infringed by the clause.",
"Present evidence that the clause imposes unreasonable restrictions or conditions on the accepting party.",
"Cite the specific law and section that protects the rights of the accepting party.",
"Demonstrate how the clause violates the cited law by comparing the clause's terms with the legal requirements.",
"Argue that the offering party, LinkedIn, is subject to this law based on their business operations and user base in the relevant state.",
"Request the judge to declare the clause unenforceable or to modify it to comply with the law."
]
}
]
}
}
],
"legal_rights_potentially_violated": [
{
"right": "Right to Fair Use of Software",
"description": "The clause may infringe on the user's right to fair use of the software by imposing a condition that the software must be associated with a LinkedIn account to enable its full functionality. This could be seen as an unreasonable restriction, especially if the user does not wish to create or associate a LinkedIn account."
},
{
"right": "Right to Transparent Terms",
"description": "The clause may violate the user's right to transparent and clear terms of service. If the requirement to associate the software with a LinkedIn account for full functionality is not clearly disclosed, it could be considered deceptive or misleading."
},
{
"right": "Right to Unconstrained Access",
"description": "The clause may infringe on the user's right to unconstrained access to the software they have downloaded. By requiring a LinkedIn account for full functionality, the clause imposes an additional barrier that may not be necessary for the software's operation."
},
{
"right": "Right to Non-Unconscionable Terms",
"description": "Under California Civil Code § 1670.5(a), the clause could be deemed unconscionable if it imposes unreasonable conditions on the user. The requirement to associate the software with a LinkedIn account could be seen as an overly restrictive and unfair term."
},
{
"right": "Right to Protection from Unfair Practices",
"description": "According to 15 U.S.C. § 45(a)(1) of the Federal Trade Commission Act, it is illegal to engage in unfair or deceptive acts or practices in commerce. The clause could be considered an unfair practice if it imposes unreasonable conditions on the use of the software without clear and transparent disclosure."
}
]
}
{
"section_header": "11. Limitation of Liability",
"analysis": [
{
"clause": "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.",
"reasoning": {
"federal_laws": [
{
"url_for_legal_code": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section45&num=0&edition=prelim",
"url_for_contract_law": "https://www.law.cornell.edu/ucc",
"notes": "It is important to gather substantial evidence to demonstrate how the limitation of liability clause is unfair and how it has caused significant harm to the accepting party. Additionally, the specific jurisdiction's consumer protection laws should be reviewed to strengthen the argument.",
"issue": "The clause can infringe on the accepting party's rights by limiting their ability to recover damages that they have suffered due to LinkedIn's actions or negligence. This can leave the accepting party without adequate compensation for significant losses, such as loss of profits, goodwill, use, data, or other intangible losses.",
"laws": "15 U.S.C. § 45(a)(1) - Unfair methods of competition unlawful; prevention by Commission",
"relevance": "Section 15 U.S.C. § 45(a)(1) of the Federal Trade Commission Act prohibits unfair or deceptive acts or practices in commerce. The limitation of liability clause in LinkedIn's End User License Agreement could be considered an unfair practice if it excessively limits the user's ability to recover damages, potentially violating this federal law.",
"federal_rights_advocacy": [
"1. Identify the specific damages suffered by the accepting party that fall under the categories of indirect, incidental, special, consequential, or exemplary damages.",
"2. Demonstrate that LinkedIn had been advised of the possibility of such damages, fulfilling the condition stated in the clause.",
"3. Argue that the limitation of liability clause is unconscionable and therefore unenforceable under the specific circumstances of the case.",
"4. Cite the specific federal law that limits the enforceability of such clauses, particularly focusing on consumer protection laws.",
"5. Present evidence that the jurisdiction in which the case is being heard does not allow the limitations of damages and/or exclusions of liability for incidental or consequential damages, as mentioned in the jurisdictional exceptions."
]
}
],
"state_laws": [
{
"state": "California",
"url": "https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?sectionNum=1668.&lawCode=CIV",
"notes": "This law is frequently cited in cases involving unfair contract terms and limitations of liability, making it a strong basis for arguing against the enforceability of the clause in question.",
"issue": "The clause can infringe the accepting party's rights by unfairly limiting their ability to recover damages for losses that LinkedIn was aware could occur. This can leave the accepting party without adequate remedy for significant financial and non-financial losses.",
"laws": "Cal. Civ. Code § 1668",
"relevance": "California Civil Code Section 1668 states that contracts cannot exempt anyone from responsibility for their own fraud, willful injury, or violation of law, as this is against public policy. This law applies to all contracts, including End User License Agreements. There is a conflict with LinkedIn's 'Limitation of Liability' clause, which attempts to limit LinkedIn's liability for various types of damages, potentially including those resulting from willful injury or violation of law, thus conflicting with the provisions of California Civil Code Section 1668.",
"state_rights_advocacy": [
"1. Identify the specific damages suffered by the accepting party that fall under the categories of indirect, incidental, special, consequential, or exemplary damages.",
"2. Demonstrate that LinkedIn had been advised of the possibility of such damages, fulfilling the condition stated in the clause.",
"3. Argue that the limitation of liability clause is overly broad and unfairly limits the accepting party's ability to recover damages.",
"4. Cite the specific state law that prohibits such broad limitations on liability, particularly for incidental or consequential damages.",
"5. Provide evidence that the jurisdiction in question does not allow such limitations, making the clause unenforceable in that jurisdiction.",
"6. Emphasize the public policy considerations that protect consumers and entities from unfair contract terms."
]
}
]
}
}
],
"legal_rights_potentially_violated": [
{
"right": "Right to Fair Compensation",
"description": "The clause limits the accepting party's ability to recover fair compensation for indirect, incidental, special, consequential, or exemplary damages. This can include significant financial losses such as loss of profits, goodwill, use, data, or other intangible losses. By capping LinkedIn's liability to the amount of licensing fees paid, the clause potentially leaves the accepting party without adequate remedy for substantial damages."
},
{
"right": "Right to Protection from Unfair Contract Terms",
"description": "The clause may be considered an unfair contract term under both federal and state laws. For instance, the Federal Trade Commission Act (15 U.S.C. § 45) prohibits unfair or deceptive acts or practices in commerce, which can include excessively limiting liability in a way that is detrimental to the consumer. Similarly, California Civil Code Section 1668 prohibits contracts that exempt parties from responsibility for their own fraud, willful injury, or violation of law."
},
{
"right": "Right to Legal Recourse",
"description": "The clause potentially infringes on the accepting party's right to seek legal recourse for damages suffered due to LinkedIn's actions or negligence. By limiting the types of recoverable damages and capping the liability, the clause restricts the accepting party's ability to pursue full legal remedies."
},
{
"right": "Right to Consumer Protection",
"description": "Consumer protection laws at both the federal and state levels are designed to protect individuals and entities from unfair practices. The limitation of liability clause may violate these protections by unfairly limiting the accepting party's ability to recover damages, thus potentially violating laws such as the Federal Trade Commission Act and California Civil Code Section 1668."
},
{
"right": "Right to Equitable Treatment",
"description": "The clause may result in inequitable treatment of the accepting party by disproportionately limiting their ability to recover damages compared to the potential harm they may suffer. This can be seen as an imbalance in the contractual relationship, where LinkedIn is unduly protected at the expense of the accepting party's rights."
}
]
}
{
"section_header": "2. License",
"analysis": [
{
"clause": "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.",
"reasoning": {
"federal_laws": [
{
"url_for_legal_code": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title17-section117&num=0&edition=prelim",
"url_for_contract_law": "https://www.law.cornell.edu/ucc",
"notes": "This law is frequently cited in cases involving software licensing and user rights, making it a strong basis for arguing that the EULA clause is overly restrictive.",
"issue": "The clause restricts the accepting party to use the software only for personal use, on a single device, and allows only one back-up copy. This could be seen as overly restrictive and potentially infringing on the accepting party's rights to use the software more freely, especially if the software is needed for multiple devices or for professional use.",
"laws": "17 U.S.C. § 117(a)(1) (2018)",
"relevance": "According to 17 U.S.C. § 117(a)(1), the owner of a copy of a computer program is permitted to make another copy or adaptation of that program if it is necessary for the program's use with a machine. However, the End User License Agreement (EULA) in question limits the user to only one backup copy and restricts usage to a single device, which may impose stricter conditions than those allowed by this federal law.",
"federal_rights_advocacy": [
"Identify the specific rights granted to the accepting party under the EULA.",
"Demonstrate how the clause limits the accepting party's ability to use the software beyond personal use and on multiple devices.",
"Argue that such limitations may be overly restrictive and could potentially infringe on the accepting party's rights under federal law.",
"Present the specific federal law and section that supports the argument that the clause is overly restrictive.",
"Show how the law applies to both the offering party (LinkedIn) and the accepting party (individual or entity).",
"Provide examples of case law or precedents where similar clauses were found to be overly restrictive."
]
}
],
"state_laws": [
{
"state": "California",
"url": "https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?sectionNum=1799.3&lawCode=CIV",
"notes": "This law is frequently cited in cases involving consumer rights in software agreements and is directly applicable to the clause in question.",
"issue": "The clause restricts the accepting party to using the Software on only one Device and making only one back-up copy, which may be overly restrictive and limit the accepting party's ability to fully utilize the Software they have legally obtained.",
"laws": "Cal. Civ. Code § 1799.3",
"relevance": "Section 1799.3 of the California Civil Code protects consumers from unfair and deceptive practices in software agreements. The clause in the End User License Agreement (EULA) may be considered overly restrictive and potentially non-compliant with this law, as it limits the user's ability to fully utilize the software.",
"state_rights_advocacy": [
"1. Identify the specific rights granted to the accepting party under the EULA.",
"2. Demonstrate how the clause limits the accepting party's ability to fully utilize the Software.",
"3. Cite the specific state law that protects consumer rights in software agreements.",
"4. Argue that the clause is overly restrictive and not in compliance with the state law.",
"5. Provide examples of similar cases where the court ruled in favor of the accepting party."
]
}
]
}
}
],
"legal_rights_potentially_violated": [
{
"right": "Right to Make Necessary Copies for Utilization",
"description": "Under 17 U.S.C. § 117(a)(1), the owner of a copy of a computer program is allowed to make another copy or adaptation of that program if it is an essential step in the utilization of the computer program in conjunction with a machine. The EULA clause restricts the user to only one backup copy, which may be more restrictive than what federal law permits."
},
{
"right": "Right to Use Software on Multiple Devices",
"description": "The EULA restricts the user to installing the software on only one device. This limitation could be seen as overly restrictive, especially for users who need to use the software on multiple devices for personal or professional purposes. Federal law does not explicitly limit the number of devices on which software can be used, provided the copies are necessary for utilization."
},
{
"right": "Right to Fair Use Under State Law",
"description": "California Civil Code § 1799.3 protects consumers from unfair and deceptive practices in software agreements. The EULA's restriction to a single device and one backup copy may be considered overly restrictive and potentially non-compliant with this state law, as it limits the user's ability to fully utilize the software they have legally obtained."
},
{
"right": "Right to Non-Exclusive Use",
"description": "While the EULA grants a non-exclusive license, it imposes significant restrictions on the use of the software, which may infringe on the user's right to use the software in a manner that is reasonable and necessary for their needs. This could be seen as a violation of the user's rights under both federal and state laws."
},
{
"right": "Right to Backup Copies",
"description": "The EULA allows only one backup copy, which may not be sufficient for users who need to ensure the security and availability of their software. Federal law permits making necessary copies for utilization, which could include more than one backup copy if deemed essential."
}
]
}
{
"section_header": "12. Export Restrictions",
"analysis": [
{
"clause": "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.",
"reasoning": {
"federal_laws": [
{
"url_for_legal_code": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title50-section1702&num=0&edition=prelim",
"url_for_contract_law": "https://www.law.cornell.edu/ucc",
"notes": "This law is directly relevant as it provides the basis for the export control regulations that the clause is designed to enforce. By referencing this law, the accepting party can argue that they are aware of and compliant with the relevant regulations, and that the clause should not impose additional, unnecessary restrictions.",
"issue": "The clause can infringe on the accepting party's rights by imposing overly broad restrictions that may prevent lawful use of the software, even when the accepting party is in compliance with relevant export control laws.",
"laws": "50 U.S.C. § 1702 - Presidential authorities",
"relevance": "The law referenced, 50 U.S.C. § 1702, provides the legal framework for export control regulations. It grants the President the authority to regulate exports, including software, to protect national security. The clause in the End User License Agreement (EULA) is attempting to ensure compliance with these regulations.",
"federal_rights_advocacy": [
"Step 1: Identify the specific export control laws and regulations that apply to the software in question.",
"Step 2: Determine if the accepting party has complied with these laws and regulations.",
"Step 3: Argue that the clause is overly broad and may infringe on the accepting party's rights to use the software within the bounds of the law.",
"Step 4: Present evidence that the accepting party has taken reasonable steps to comply with export control laws.",
"Step 5: Argue that the clause should be interpreted in a way that does not unduly restrict the accepting party's lawful use of the software."
]
}
],
"state_laws": [
{
"state": "California",
"url": "https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CIV&sectionNum=1670.5",
"notes": "This law is frequently cited in cases involving contract disputes where one party claims that a clause is overly restrictive or unfair. It provides a strong basis for arguing that the clause in question should be modified or struck down to protect the rights of the accepting party.",
"issue": "The clause may infringe on the accepting party's rights by imposing overly broad restrictions on the use, import, export, and transfer of the software, potentially limiting the accepting party's ability to fully utilize the software in a lawful manner.",
"laws": "Cal. Civ. Code § 1670.5",
"relevance": "California Civil Code § 1670.5 allows a court to refuse to enforce a contract or any clause within it if it finds the contract or clause to be unconscionable at the time it was made. The court has the discretion to either refuse to enforce the entire contract, enforce the remainder of the contract without the unconscionable clause, or limit the application of the unconscionable clause to avoid any unjust result. This means that if a clause in an End User License Agreement (EULA) imposes unreasonable restrictions on the user's use of the software, the court may intervene to modify or nullify that clause.",
"state_rights_advocacy": [
"Step 1: Identify the specific rights of the accepting party that are potentially infringed by the clause.",
"Step 2: Demonstrate how the clause imposes restrictions that may be unreasonable or overly burdensome.",
"Step 3: Cite the specific state law and section that protects the rights of the accepting party.",
"Step 4: Argue that the clause violates this specific law by imposing restrictions that are not compliant with the law.",
"Step 5: Provide examples or precedents where similar clauses have been deemed unenforceable or modified by the court."
]
}
]
}
}
],
"legal_rights_potentially_violated": [
{
"right": "Right to Lawful Use of Software",
"description": "The clause may impose overly broad restrictions that prevent the accepting party from using the software in a lawful manner, even when they are in compliance with relevant export control laws. This could limit the user's ability to fully utilize the software for its intended purposes."
},
{
"right": "Right to Fair Contract Terms",
"description": "Under California Civil Code § 1670.5, the accepting party has the right to fair and reasonable contract terms. The clause may be considered unconscionable if it imposes unreasonable or overly burdensome restrictions, which could lead to the court modifying or nullifying the clause to protect the user's rights."
},
{
"right": "Right to Due Process",
"description": "The clause may infringe on the accepting party's right to due process by imposing restrictions without clear justification or evidence of non-compliance with export control laws. This could lead to arbitrary enforcement of the clause, impacting the user's ability to use the software."
},
{
"right": "Right to Non-Discriminatory Treatment",
"description": "The clause could potentially lead to discriminatory treatment if it imposes restrictions that are not uniformly applied to all users. This could result in some users being unfairly restricted in their use of the software based on their location or other factors."
},
{
"right": "Right to Transparency",
"description": "The accepting party has the right to clear and transparent terms in the contract. The clause may lack specificity regarding the exact laws, regulations, and restrictions that apply, making it difficult for the user to understand their obligations and rights under the agreement."
}
]
}
{
"section_header": "9. Open Source",
"analysis": [
{
"clause": "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.",
"reasoning": {
"federal_laws": [
{
"url_for_legal_code": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title17-section109&num=0&edition=prelim",
"url_for_contract_law": "https://www.law.cornell.edu/ucc",
"notes": "The First Sale Doctrine is a well-established principle in U.S. copyright law that protects the rights of users of copyrighted works, including software. It is directly relevant to the rights of the accepting party in this case.",
"issue": "The clause could potentially infringe on the accepting party's rights by imposing additional restrictions that are not present in the open source licenses. This could limit the accepting party's ability to use, modify, and distribute the open source software as permitted by the original open source licenses.",
"laws": "17 U.S.C. § 109 (First Sale Doctrine)",
"relevance": "The First Sale Doctrine, as outlined in 17 U.S.C. § 109, supports the accepting party's right to use, modify, and distribute the open source software included in the LinkedIn Software without additional restrictions imposed by the End User License Agreement (EULA).",
"federal_rights_advocacy": [
"Identify the specific open source software included in the LinkedIn Software.",
"Determine the applicable open source licenses for each piece of open source software.",
"Review the terms of these open source licenses to understand the rights and obligations of the accepting party.",
"Argue that the accepting party's rights under these open source licenses should not be restricted by the End User License Agreement (EULA) provided by LinkedIn.",
"Cite the specific federal law that protects the rights of users of open source software."
]
}
],
"state_laws": [
{
"state": "California",
"url": "https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CIV&sectionNum=980.",
"notes": "This law is frequently cited in cases involving intellectual property and software rights, making it a strong basis for arguing the accepting party's rights in relation to open source software included in LinkedIn's offerings.",
"issue": "The clause may infringe the accepting party's rights if LinkedIn fails to comply with the open source license terms, which could include rights to access, modify, and redistribute the open source software.",
"laws": "Cal. Civ. Code § 980(a)(1) (California Civil Code Section 980(a)(1))",
"relevance": "According to Cal. Civ. Code § 980(a)(1), the author of any original work of authorship that is not fixed in any tangible medium of expression has an exclusive ownership interest in the work. This ownership includes the right to reproduce, distribute, and create derivative works. The law applies to software and other digital works, including open source software.",
"state_rights_advocacy": [
"Identify the specific open source software included in the LinkedIn Software.",
"Determine the applicable license terms for each piece of open source software.",
"Argue that LinkedIn must comply with these open source license terms, which may grant the accepting party certain rights such as the right to access source code, modify, and redistribute the software.",
"Present evidence that LinkedIn has not provided the necessary information or access as required by the open source licenses.",
"Cite the specific law that mandates compliance with open source licenses and argue that LinkedIn's failure to comply infringes on the accepting party's rights."
]
}
]
}
}
],
"legal_rights_potentially_violated": [
{
"right": "Right to Use",
"description": "The accepting party has the right to use the open source software included in the LinkedIn Software according to the terms of the applicable open source licenses. The clause in the EULA may impose additional restrictions that are not present in the open source licenses, potentially infringing on this right."
},
{
"right": "Right to Modify",
"description": "Open source licenses often grant the right to modify the software. The EULA clause could potentially limit the accepting party's ability to modify the open source software, which would be a violation of the terms of the open source licenses."
},
{
"right": "Right to Distribute",
"description": "The accepting party may have the right to distribute the open source software under the terms of the applicable open source licenses. The EULA clause could impose additional restrictions on distribution, infringing on this right."
},
{
"right": "Right to Access Source Code",
"description": "Many open source licenses require that the source code be made available to users. If LinkedIn does not provide access to the source code as required by the open source licenses, this would violate the accepting party's rights."
},
{
"right": "Right to Create Derivative Works",
"description": "Open source licenses often allow users to create derivative works based on the original software. The EULA clause could restrict this right, which would be a violation of the open source licenses."
},
{
"right": "Right to Compliance with Open Source Licenses",
"description": "The accepting party has the right to expect that LinkedIn will comply with the terms of the open source licenses. If LinkedIn fails to do so, it infringes on the accepting party's rights."
}
]
}
{
"section_header": "10. Indemnification",
"analysis": [
{
"clause": "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.",
"reasoning": {
"federal_laws": [
{
"url_for_legal_code": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section45&num=0&edition=prelim",
"url_for_contract_law": "https://www.law.cornell.edu/ucc",
"notes": "The FTCA is a powerful tool for challenging unfair contract terms, including overly broad indemnification clauses. By demonstrating that the clause is unfair and potentially deceptive, the accepting party can argue for its unenforceability.",
"issue": "The clause can infringe on the accepting party's rights by imposing an excessive and potentially unlimited liability, including for indirect and consequential damages, which may be disproportionate to the actual harm caused. This can lead to financial ruin for the accepting party and is often considered unfair and unconscionable.",
"laws": "15 U.S.C. § 45(a)(1) (Federal Trade Commission Act, Unfair or Deceptive Acts or Practices)",
"relevance": "The Federal Trade Commission Act, specifically 15 U.S.C. § 45(a)(1), prohibits unfair or deceptive acts or practices in or affecting commerce. The indemnification clause in the End User License Agreement (EULA) can be argued to be an unfair practice under this Act because it imposes an unreasonable and disproportionate burden on the accepting party, potentially leading to significant financial harm.",
"federal_rights_advocacy": [
"1. Identify the specific clause in the End User License Agreement (EULA) that imposes the indemnification obligation.",
"2. Argue that the clause is overly broad and imposes an unreasonable burden on the accepting party, potentially violating principles of fairness and equity.",
"3. Cite the specific federal law that limits the enforceability of such broad indemnification clauses.",
"4. Demonstrate how the clause could lead to disproportionate liability for the accepting party, including liability for indirect, incidental, and consequential damages.",
"5. Argue that the clause is unconscionable under the cited federal law, making it unenforceable.",
"6. Provide case law or precedents where similar clauses were deemed unenforceable."
]
}
],
"state_laws": [
{
"state": "California",
"url": "https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CIV&sectionNum=1670.5",
"notes": "California Civil Code § 1670.5 is frequently cited in cases involving unconscionable contract terms and provides a strong basis for challenging overly broad indemnification clauses.",
"issue": "The clause can infringe on the accepting party's rights by imposing an excessively broad and potentially unlimited obligation to indemnify LinkedIn and its affiliates for a wide range of damages and causes, which may be deemed unconscionable and unfair under state law.",
"laws": "Cal. Civ. Code § 1670.5",
"relevance": "California Civil Code § 1670.5 allows a court to refuse to enforce a contract or clause that it finds to be unconscionable at the time it was made. This means that if a clause in a contract, such as a broad indemnification clause in an End User License Agreement (EULA), places a significant burden on the accepting party, it may be considered unconscionable. In such cases, the court has the discretion to limit the application of the unconscionable clause to avoid an unfair result.",
"state_rights_advocacy": [
"1. Identify the specific obligations and rights outlined in the indemnification clause.",
"2. Highlight how the clause imposes an undue burden on the accepting party by requiring indemnification for a broad range of damages and causes.",
"3. Argue that the clause is overly broad and may be considered unconscionable under state law.",
"4. Cite the specific state law that limits the enforceability of such broad indemnification clauses.",
"5. Provide examples of case law where similar clauses were deemed unenforceable.",
"6. Emphasize the imbalance of power between the offering party (LinkedIn) and the accepting party (individual or entity).",
"7. Argue that the clause infringes on the accepting party's rights to fair and reasonable contract terms."
]
}
]
}
}
],
"legal_rights_potentially_violated": [
{
"right": "Right to Fair and Reasonable Contract Terms",
"explanation": "The indemnification clause imposes an excessively broad and potentially unlimited obligation on the accepting party to indemnify LinkedIn and its affiliates for a wide range of damages and causes. This can be considered unfair and unconscionable, violating the accepting party's right to fair and reasonable contract terms."
},
{
"right": "Protection from Unfair or Deceptive Acts or Practices",
"explanation": "Under the Federal Trade Commission Act (15 U.S.C. § 45(a)(1)), the accepting party is protected from unfair or deceptive acts or practices in commerce. The overly broad indemnification clause can be argued to be an unfair practice as it imposes an unreasonable and disproportionate burden on the accepting party, potentially leading to significant financial harm."
},
{
"right": "Protection from Unconscionable Contract Terms",
"explanation": "California Civil Code § 1670.5 allows a court to refuse to enforce a contract or clause that it finds to be unconscionable. The indemnification clause's broad scope and potential for imposing significant liability on the accepting party may be deemed unconscionable under this state law, thus violating the accepting party's protection from such terms."
},
{
"right": "Right to Equitable Treatment in Contracts",
"explanation": "The indemnification clause creates a significant imbalance of power between LinkedIn (the offering party) and the individual or entity (the accepting party). This imbalance can lead to inequitable treatment, where the accepting party bears a disproportionate share of the risk and liability, infringing on their right to equitable treatment in contractual agreements."
},
{
"right": "Right to Limited Liability",
"explanation": "The clause imposes liability for indirect, incidental, and consequential damages, which can be disproportionate to the actual harm caused. This infringes on the accepting party's right to limited liability, potentially leading to financial ruin."
}
]
}
{
"section_header": "5. Personal Information and Privacy",
"analysis": [
{
"clause": "Our handling of personal information we collect through the LinkedIn Services or the Software is
governed by the LinkedIn Privacy Policy.",
"reasoning": {
"federal_laws": [
{
"url_for_legal_code": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section6801&num=0&edition=prelim",
"url_for_contract_law": "https://www.law.cornell.edu/ucc",
"notes": "This law is frequently cited in cases involving the protection of personal information and privacy rights. It establishes the obligation of companies to protect the privacy and security of nonpublic personal information, which is directly relevant to the clause in question.",
"issue": "The clause may infringe on the accepting party's rights by allowing LinkedIn to handle personal information in ways that are not fully transparent or that do not provide adequate protection for the privacy of the accepting party.",
"laws": "15 U.S.C. § 6801 - Protection of nonpublic personal information",
"relevance": "According to 15 U.S.C. § 6801, financial institutions have an affirmative and continuing obligation to respect the privacy of their customers and to protect the security and confidentiality of those customers' nonpublic personal information, in accordance with the provisions of this subchapter.",
"federal_rights_advocacy": [
"Step 1: Identify the specific personal information being collected and how it is being used by LinkedIn.",
"Step 2: Demonstrate how LinkedIn's handling of this information may infringe upon the accepting party's privacy rights.",
"Step 3: Cite the specific section of the law that protects the accepting party's privacy rights.",
"Step 4: Argue that LinkedIn, as a company operating in the U.S., is subject to this federal law.",
"Step 5: Provide evidence that LinkedIn's practices are not in compliance with the cited law."
]
}
],
"state_laws": [
{
"state": "California",
"url": "https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?division=3.&part=4.&lawCode=CIV&title=1.81.5",
"notes": "The CCPA is one of the most comprehensive privacy laws in the United States and is frequently cited in cases involving the handling of personal information by businesses operating in California.",
"issue": "The clause may infringe the accepting party's rights by not providing sufficient transparency or control over how their personal information is collected, used, and shared, potentially violating their privacy rights under applicable state laws such as the CCPA.",
"laws": "California Consumer Privacy Act (CCPA), Cal. Civ. Code § 1798.100 et seq.",
"relevance": "California Civil Code Section 1798.100 and subsequent sections, known as the California Consumer Privacy Act (CCPA), provide California residents with specific rights regarding their personal information. These rights include the right to know what personal information is being collected, the right to delete personal information, and the right to opt-out of the sale of personal information. These protections apply to personal information collected by businesses operating in California.",
"state_rights_advocacy": [
"Step 1: Identify the specific personal information that has been collected by LinkedIn through its services or software.",
"Step 2: Demonstrate how LinkedIn's handling of this personal information may infringe upon the accepting party's privacy rights.",
"Step 3: Cite the specific provisions of the California Consumer Privacy Act (CCPA) that protect the accepting party's rights to privacy and control over their personal information.",
"Step 4: Argue that LinkedIn, as a business operating in California, is subject to the CCPA and must comply with its requirements.",
"Step 5: Present evidence that LinkedIn's Privacy Policy does not adequately protect the accepting party's rights as outlined in the CCPA.",
"Step 6: Request the court to enforce the accepting party's rights under the CCPA and require LinkedIn to amend its Privacy Policy or practices accordingly."
]
}
]
}
}
],
"legal_rights_potentially_violated": [
{
"right": "Right to Privacy",
"description": "The clause may infringe upon the accepting party's right to privacy by allowing LinkedIn to handle personal information in ways that are not fully transparent. This lack of transparency can lead to unauthorized use or sharing of personal information without the individual's explicit consent."
},
{
"right": "Right to Information",
"description": "The accepting party has the right to know what personal information is being collected, how it is being used, and with whom it is being shared. The clause may violate this right by not providing sufficient details about LinkedIn's data collection and handling practices."
},
{
"right": "Right to Data Security",
"description": "The clause may not adequately ensure the security and confidentiality of the accepting party's personal information. This could lead to potential breaches and misuse of sensitive data, violating the individual's right to data security."
},
{
"right": "Right to Control Personal Information",
"description": "The accepting party has the right to control their personal information, including the ability to delete it or opt-out of its sale. The clause may infringe upon this right by not offering clear mechanisms for the individual to exercise control over their data."
},
{
"right": "Right to Non-Discrimination",
"description": "Under laws like the CCPA, individuals have the right to not be discriminated against for exercising their privacy rights. The clause may potentially violate this right if LinkedIn's practices result in discriminatory treatment of individuals who seek to exercise their privacy rights."
}
]
}
{
"section_header": "8. U.S. Government Restricted Rights",
"analysis": [
{
"clause": "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.",
"reasoning": {
"federal_laws": [
{
"url_for_legal_code": "https://uscode.house.gov/",
"url_for_contract_law": "https://www.law.cornell.edu/ucc",
"notes": "The FAR is a critical regulation governing federal procurement and is frequently cited in disputes involving government contracts. It ensures that federal agencies are not bound by terms that conflict with federal law, providing a strong basis for challenging the EULA clause.",
"issue": "The clause may infringe on the government's rights by imposing terms and conditions that are inconsistent with federal regulations, potentially limiting the government's ability to use and disclose the software as permitted under federal law.",
"laws": "48 C.F.R. § 12.212 (Federal Acquisition Regulation - Commercial Computer Software)",
"relevance": "The Federal Acquisition Regulation (FAR) section 12.212 deals with the acquisition of commercial computer software. It states that the government will have only the rights specified in the software's license agreement. However, it also ensures that these rights are consistent with federal law, which can override any conflicting terms in a private End User License Agreement (EULA).",
"federal_rights_advocacy": [
"Identify the specific rights of the accepting party that are being infringed upon by the clause.",
"Cite the specific section of the Federal Acquisition Regulation (FAR) that governs the use of commercial computer software by the government.",
"Argue that the clause in the EULA is inconsistent with the FAR, which has precedence over private agreements.",
"Demonstrate how the FAR provides protections for the government’s use of commercial software that are not present in the EULA.",
"Present case law or precedents where similar clauses were found to be unenforceable due to conflict with federal regulations."
]
}
],
"state_laws": [
{
"state": "California",
"url": "https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?sectionNum=1670.5&lawCode=CIV",
"notes": "This law is frequently cited in cases involving the enforceability of contract clauses and is directly relevant to the potential unconscionability of the terms in the EULA.",
"issue": "The clause may infringe on the accepting party's rights by imposing terms that are inconsistent with federal law, potentially leading to the return of the software without use, which could be seen as an unfair business practice.",
"laws": "Cal. Civ. Code § 1670.5 (West 2023)",
"relevance": "According to California Civil Code Section 1670.5, if a court determines that a contract or any part of it was unconscionable at the time it was made, the court has several options. It can refuse to enforce the entire contract, enforce the rest of the contract without the unconscionable part, or limit the application of the unconscionable part to avoid an unfair outcome. In relation to this, a clause in an End User License Agreement (EULA) could be considered unconscionable if it imposes terms that are inconsistent with federal law or unfairly requires the government to return the software unused.",
"state_rights_advocacy": [
"1. Identify the specific rights of the accepting party that are potentially infringed by the clause.",
"2. Present the specific state law and section that protects these rights.",
"3. Demonstrate how the clause conflicts with the state law.",
"4. Argue that the state law should take precedence over the clause in the EULA.",
"5. Provide examples of case law where similar clauses were found to be unenforceable under the state law."
]
}
]
}
}
],
"legal_rights_potentially_violated": [
{
"right": "Government's Right to Use Commercial Software",
"description": "The clause may infringe on the government's right to use commercial software as specified under the Federal Acquisition Regulation (FAR) 48 C.F.R. § 12.212. This regulation ensures that the government has the rights specified in the software's license agreement, but these rights must be consistent with federal law. The EULA clause attempts to impose terms that may conflict with these federal protections."
},
{
"right": "Government's Right to Disclosure",
"description": "The clause restricts the government's ability to disclose the software, which may be inconsistent with federal regulations that govern the use and disclosure of commercial software by government entities. The FAR provides specific guidelines on how the government can use and disclose commercial software, and any conflicting terms in a private EULA could be deemed unenforceable."
},
{
"right": "Protection Against Unconscionable Contract Terms",
"description": "Under California Civil Code § 1670.5, contract terms that are deemed unconscionable at the time the contract was made can be modified or rendered unenforceable by a court. The EULA clause could be considered unconscionable if it imposes unfair conditions on the government, such as requiring the return of the software unused if the terms are inconsistent with federal law."
},
{
"right": "Precedence of Federal Law Over Private Agreements",
"description": "Federal law, including the FAR, takes precedence over private agreements. The clause in the EULA attempts to supersede federal regulations, which is not permissible. The government is protected by federal laws that ensure any conflicting terms in private agreements are overridden by federal regulations."
},
{
"right": "Fair Business Practices",
"description": "The clause may violate principles of fair business practices by imposing terms that could be seen as unfair or unreasonable. For example, requiring the government to return the software unused if the EULA terms are inconsistent with federal law could be considered an unfair business practice, potentially violating state laws like California Civil Code § 1670.5."
}
]
}
{
"section_header": "3. Title",
"analysis": [
{
"clause": "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.",
"reasoning": {
"federal_laws": [
{
"url_for_legal_code": "https://uscode.house.gov/view.xhtml?path=/prelim@title17/chapter1&edition=prelim",
"url_for_contract_law": "https://www.law.cornell.edu/ucc",
"notes": "It is important to consider the specific ways in which the accepting party intends to use the software and whether those uses fall under the protections of fair use or first sale doctrine.",
"issue": "The clause may infringe on the accepting party's rights by limiting their ability to use the software in ways that are protected under federal intellectual property laws, such as fair use or first sale doctrine.",
"laws": "17 U.S.C. § 107 (Fair Use) and 17 U.S.C. § 109 (First Sale Doctrine)",
"relevance": "The fair use of a copyrighted work, including reproduction in copies or phonorecords or by any other means specified by that section, for purposes such as criticism, comment, news reporting, teaching (including multiple copies for classroom use), scholarship, or research, is not an infringement of copyright. In determining whether the use of a work in any particular case is fair use, the factors to be considered include: (1) the purpose and character of the use, including whether it is of a commercial nature or for nonprofit educational purposes; (2) the nature of the copyrighted work; (3) the amount and substantiality of the portion used in relation to the copyrighted work as a whole; and (4) the effect of the use on the potential market for or value of the copyrighted work. The clause in the EULA may restrict uses that are otherwise protected under the fair use doctrine, such as using the software for educational purposes or research. This restriction could be argued as infringing on the accepting party's rights under 17 U.S.C. § 107.",
"federal_rights_advocacy": [
"1. Identify the specific rights of the accepting party that are potentially infringed by the clause.",
"2. Reference the specific section of the law that protects these rights.",
"3. Demonstrate how the clause in the EULA conflicts with the protections provided by the law.",
"4. Provide case law or precedents where similar clauses were found to be infringing on rights.",
"5. Argue that the clause should be modified or voided to comply with federal law."
]
}
],
"state_laws": [
{
"state": "California",
"url": "https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?sectionNum=1670.5&lawCode=CIV",
"notes": "This law is frequently cited in cases involving contract disputes and unconscionable terms, making it a strong basis for arguing against overly restrictive EULA clauses.",
"issue": "The clause limits the rights of the accepting party by stating that no other rights are granted, whether express or implied. This can infringe on the accepting party's rights to use the software in ways that are not explicitly mentioned in the EULA but are generally considered fair use or are protected under state law.",
"laws": "Cal. Civ. Code § 1670.5",
"relevance": "California Civil Code § 1670.5 allows a court to refuse to enforce a contract or any clause within it if it finds that the contract or clause was unconscionable at the time it was made. This means that if a court determines that a clause in a contract is excessively unfair or one-sided, it can choose not to enforce that clause, enforce the rest of the contract without the unconscionable clause, or limit the application of the clause to avoid an unfair result. In the context of the EULA, the clause that overly restricts the rights of the accepting party by stating that no other rights are granted, whether express or implied, could be argued to be unconscionable. This is because it may be seen as unfairly favoring LinkedIn, potentially violating California Civil Code § 1670.5.",
"state_rights_advocacy": [
"1. Identify the specific rights of the accepting party that are potentially infringed by the clause.",
"2. Present the clause from the EULA that limits or excludes these rights.",
"3. Cite the specific state law and section that protects these rights.",
"4. Explain how the clause violates the state law by limiting or excluding the rights protected by the law.",
"5. Provide precedents or case law where similar clauses were found to be in violation of the law.",
"6. Argue that the offering party (LinkedIn) is subject to this state law because they operate within the state and offer services to its residents."
]
}
]
}
}
],
"legal_rights_potentially_violated": [
{
"right": "Fair Use",
"description": "The clause may infringe on the accepting party's right to fair use under 17 U.S.C. § 107. Fair use allows for the reproduction of copyrighted work for purposes such as criticism, comment, news reporting, teaching, scholarship, or research. The EULA's restriction that no other rights are granted, whether express or implied, could limit these legally protected uses."
},
{
"right": "First Sale Doctrine",
"description": "The clause may violate the first sale doctrine under 17 U.S.C. § 109, which allows the owner of a lawfully made copy of a copyrighted work to sell or otherwise dispose of that copy. By stating that no other rights are granted, the EULA could be interpreted as restricting the accepting party's ability to resell or transfer the software."
},
{
"right": "Unconscionability Protection",
"description": "Under California Civil Code § 1670.5, a court can refuse to enforce unconscionable clauses in contracts. The EULA's clause that no other rights are granted, whether express or implied, could be seen as excessively one-sided and unfair, potentially making it unconscionable and thus unenforceable under California law."
},
{
"right": "Implied License",
"description": "The clause may infringe on the accepting party's right to an implied license. In some cases, courts have found that certain uses of software are permitted under an implied license, even if not explicitly stated in the EULA. By stating that no other rights are granted, the clause could be interpreted as negating any implied licenses that might otherwise exist."
},
{
"right": "Educational and Research Use",
"description": "The clause may limit the accepting party's ability to use the software for educational and research purposes, which are often protected under fair use and other legal doctrines. This restriction could be particularly problematic for academic institutions and researchers who rely on such uses."
}
]
}
{
"section_header": "13. General",
"analysis": [
{
"clause": "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.",
"reasoning": {
"federal_laws": [
{
"url_for_legal_code": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section45&num=0&edition=prelim",
"url_for_contract_law": "https://www.law.cornell.edu/ucc",
"notes": "The Federal Trade Commission Act is frequently cited in cases involving unfair or deceptive business practices, making it a strong candidate for challenging restrictive clauses in contracts.",
"issue": "The clause that restricts the accepting party from assigning the EULA may infringe on their rights to transfer their contractual obligations and benefits, which could be protected under federal law.",
"laws": "15 U.S.C. § 45(a)(1) (Federal Trade Commission Act, Unfair or Deceptive Acts or Practices)",
"relevance": "The Federal Trade Commission Act, specifically section 15 U.S.C. § 45(a)(1), addresses Unfair or Deceptive Acts or Practices. In the context of an End User License Agreement (EULA), the assignment clause could potentially be considered an unfair or deceptive practice if it excessively restricts the accepting party's ability to transfer their rights and obligations under the agreement. Such a restriction could be viewed as limiting the accepting party's freedom to engage in business or personal transactions, which is something the FTC Act aims to protect against.",
"federal_rights_advocacy": [
"1. Identify the specific clause in the EULA that potentially infringes on the accepting party's rights.",
"2. Cite the specific federal law and section that protects the accepting party's rights.",
"3. Explain how the clause in the EULA conflicts with the cited federal law.",
"4. Provide case law or precedents where similar clauses were found to be unenforceable.",
"5. Argue that the federal law preempts the EULA clause, making it null and void.",
"6. Request the court to sever the offending clause while keeping the rest of the EULA intact, if possible."
]
}
],
"state_laws": [
{
"state": "California",
"url": "https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CIV&sectionNum=1670.5",
"notes": "California courts have a history of protecting consumers from unfair contract terms, making this a strong argument for the accepting party.",
"issue": "The jurisdiction clause can infringe the accepting party's rights by forcing them to litigate in a distant and potentially inconvenient forum, which may be costly and burdensome.",
"laws": "Cal. Civ. Code § 1670.5",
"relevance": "California Civil Code § 1670.5 allows a court to refuse to enforce a contract or any clause within it if the court finds it to be unconscionable. This means that if a clause in a contract, such as a jurisdiction clause in an End User License Agreement (EULA), imposes an undue burden on the party accepting the contract by requiring litigation in a distant forum, it could be argued as unconscionable and therefore unenforceable.",
"state_rights_advocacy": [
"Step 1: Identify the specific clause in the EULA that is being contested, such as the jurisdiction clause.",
"Step 2: Argue that the jurisdiction clause is unfair or unreasonable under California law, specifically under California Civil Code § 1670.5, which allows courts to refuse to enforce unconscionable contracts or clauses.",
"Step 3: Provide evidence that the accepting party is a resident of California and that enforcing the jurisdiction clause would place an undue burden on them.",
"Step 4: Cite case law where California courts have refused to enforce similar jurisdiction clauses due to their unconscionability.",
"Step 5: Argue that the accepting party did not have a meaningful choice in accepting the jurisdiction clause, making it procedurally unconscionable.",
"Step 6: Argue that the terms are overly harsh or one-sided in favor of LinkedIn, making it substantively unconscionable."
]
}
]
}
}
],
"legal_rights_potentially_violated": [
{
"right": "Right to Fair Contract Terms",
"description": "The clause that restricts the accepting party from assigning the EULA may infringe on their rights to transfer their contractual obligations and benefits. This could be seen as overly restrictive and potentially unfair, limiting the accepting party's ability to engage in business or personal transactions freely.",
"legal_basis": "15 U.S.C. § 45(a)(1) (Federal Trade Commission Act, Unfair or Deceptive Acts or Practices)",
"relevance": "The Federal Trade Commission Act aims to protect consumers and businesses from unfair or deceptive practices. An overly restrictive assignment clause could be considered an unfair practice, thus potentially violating this federal law."
},
{
"right": "Right to Reasonable Jurisdiction",
"description": "The jurisdiction clause that mandates litigation in Dublin, Ireland, or Santa Clara County, California, depending on the user's location, can impose an undue burden on the accepting party. This could be costly and inconvenient, especially for those residing far from these locations.",
"legal_basis": "California Civil Code § 1670.5",
"relevance": "California Civil Code § 1670.5 allows courts to refuse to enforce unconscionable contracts or clauses. A jurisdiction clause that imposes significant inconvenience and cost on the accepting party could be deemed unconscionable and therefore unenforceable under this state law."
},
{
"right": "Right to Non-Deceptive Practices",
"description": "The EULA's restrictive clauses, such as the assignment and jurisdiction clauses, could be seen as deceptive if they are not clearly communicated or if they impose unreasonable burdens on the accepting party.",
"legal_basis": "15 U.S.C. § 45(a)(1) (Federal Trade Commission Act, Unfair or Deceptive Acts or Practices)",
"relevance": "The Federal Trade Commission Act also addresses deceptive practices. If the EULA's terms are not transparent or are misleading, they could be considered deceptive, thus violating this federal law."
},
{
"right": "Right to Procedural Fairness",
"description": "The accepting party may not have had a meaningful choice in accepting the jurisdiction clause, making it procedurally unconscionable. This lack of choice can infringe on the accepting party's right to fair contract terms.",
"legal_basis": "California Civil Code § 1670.5",
"relevance": "Procedural unconscionability occurs when a party lacks meaningful choice in accepting a contract term. If the jurisdiction clause was presented on a take-it-or-leave-it basis, it could be considered procedurally unconscionable under California law."
},
{
"right": "Right to Substantive Fairness",
"description": "The terms of the EULA, particularly the jurisdiction and assignment clauses, may be overly harsh or one-sided in favor of LinkedIn, making them substantively unconscionable.",
"legal_basis": "California Civil Code § 1670.5",
"relevance": "Substantive unconscionability refers to overly harsh or one-sided terms in a contract. If the EULA's terms disproportionately favor LinkedIn at the expense of the accepting party, they could be deemed substantively unconscionable under California law."
}
]
}
{
"section_header": "6. No Warranty",
"analysis": [
{
"clause": "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.",
"reasoning": {
"federal_laws": [
{
"url_for_legal_code": "https://uscode.house.gov/view.xhtml?path=/prelim@title15/chapter50&edition=prelim",
"url_for_contract_law": "https://www.law.cornell.edu/ucc",
"notes": "The Magnuson-Moss Warranty Act is a key piece of legislation that protects consumers from deceptive warranty practices. By ensuring that warranties are clearly and fully disclosed, the Act helps prevent misunderstandings and ensures that consumers are aware of their rights.",
"issue": "The clause may infringe on the accepting party's rights by broadly disclaiming all warranties, including implied warranties of merchantability and fitness for a particular purpose, without clear and conspicuous disclosure as required by the Magnuson-Moss Warranty Act.",
"laws": "Magnuson-Moss Warranty Act, 15 U.S.C. §§ 2301-2312",
"relevance": "The Magnuson-Moss Warranty Act mandates that warranties must be clearly and conspicuously disclosed. Additionally, any disclaimers of implied warranties must be clearly stated. In relation to this law, there are potential violations identified. One clause states that the software is offered on an 'as-is' basis with no warranty, either express or implied, which may violate the requirement for clear disclaimers of implied warranties. Another clause from LinkedIn disclaims all warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. This may violate the requirement for warranties to be clearly and conspicuously disclosed.",
"federal_rights_advocacy": [
"Step 1: Identify the specific disclaimers in the 'No Warranty' clause that may infringe on the accepting party's rights.",
"Step 2: Reference the Magnuson-Moss Warranty Act, which governs warranties on consumer products and ensures that warranties are clearly and fully disclosed.",
"Step 3: Argue that the broad disclaimers in the clause may violate the Act's requirement for clear and conspicuous disclosure of warranty terms.",
"Step 4: Highlight that the Act requires any disclaimers of implied warranties to be clearly stated and that the software's 'as-is' basis may not meet this standard.",
"Step 5: Present evidence that the accepting party was not adequately informed of the limitations and disclaimers, potentially leading to a misunderstanding of their rights.",
"Step 6: Emphasize that the Act is designed to protect consumers from deceptive warranty practices and that LinkedIn, as a provider of software, should comply with these standards."
]
}
],
"state_laws": [
{
"state": "California",
"url": "https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CIV&sectionNum=1792",
"notes": "California law provides strong consumer protections, including implied warranties that cannot be waived or disclaimed in a manner that leaves the consumer without any recourse. This law is directly applicable to the 'No Warranty' clause in LinkedIn's EULA.",
"issue": "The clause can infringe the accepting party's rights by attempting to waive all implied warranties, which may be protected under state law. This could leave the accepting party without any recourse if the software is defective or fails to perform as advertised.",
"laws": "Cal. Civ. Code § 1792 (California Civil Code Section 1792)",
"relevance": "Section 1792, titled 'Implied Warranty of Merchantability,' states that unless properly disclaimed, every sale of consumer goods at retail in this state includes an implied warranty from both the manufacturer and the retail seller that the goods are merchantable. This implied warranty ensures that the consumer goods: (1) pass without objection in the trade under the contract description, (2) are fit for the ordinary purposes for which such goods are used, (3) are adequately contained, packaged, and labeled, and (4) conform to the promises or affirmations of fact made on the container or label.",
"state_rights_advocacy": [
"1. Identify the specific disclaimers in the 'No Warranty' clause that may be unenforceable under state law.",
"2. Present the specific state law that prohibits or limits such disclaimers.",
"3. Argue that the law is designed to protect consumers from unfair or deceptive practices, which includes overly broad disclaimers of warranty.",
"4. Demonstrate how the clause in question violates the specific provisions of the state law.",
"5. Provide examples of case law where similar disclaimers were found unenforceable under the same state law.",
"6. Argue that the accepting party is entitled to the protections offered by the state law, and therefore the disclaimers should be deemed unenforceable."
]
}
]
}
}
],
"legal_rights_potentially_violated": [
{
"right": "Clear and Conspicuous Disclosure of Warranties",
"description": "The Magnuson-Moss Warranty Act requires that warranties be clearly and fully disclosed to protect consumers. The 'No Warranty' clause in LinkedIn's EULA broadly disclaims all warranties, including implied warranties, without clear and conspicuous disclosure. This may violate the Act's requirement for transparency in warranty terms."
},
{
"right": "Implied Warranty of Merchantability",
"description": "Under the Magnuson-Moss Warranty Act and California Civil Code Section 1792, consumers are entitled to an implied warranty of merchantability, which ensures that the product is fit for ordinary use. The 'No Warranty' clause attempts to waive this implied warranty, potentially leaving consumers without recourse if the software is defective."
},
{
"right": "Implied Warranty of Fitness for a Particular Purpose",
"description": "The Magnuson-Moss Warranty Act and California Civil Code Section 1792 also protect consumers with an implied warranty of fitness for a particular purpose. This warranty applies when a consumer relies on the seller's expertise to select a product for a specific use. The 'No Warranty' clause's broad disclaimer may infringe on this right."
},
{
"right": "Protection from Deceptive Warranty Practices",
"description": "The Magnuson-Moss Warranty Act is designed to protect consumers from deceptive warranty practices. By broadly disclaiming all warranties without clear disclosure, LinkedIn's 'No Warranty' clause may be seen as deceptive, potentially misleading consumers about their rights and the protections available to them."
},
{
"right": "State-Specific Consumer Protections",
"description": "California law provides strong consumer protections, including implied warranties that cannot be waived or disclaimed in a manner that leaves the consumer without any recourse. The 'No Warranty' clause may violate these state-specific protections, particularly if the accepting party is located in California."
}
]
}
{
"section_header": "4. Restrictions",
"analysis": [
{
"clause": "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.",
"reasoning": {
"federal_laws": [
{
"url_for_legal_code": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section45&num=0&edition=prelim",
"url_for_contract_law": "https://www.law.cornell.edu/ucc",
"notes": "The FTC Act is frequently cited in cases involving unfair or deceptive practices in commerce. It provides a strong basis for arguing that the clause in question is overly restrictive and potentially unfair to the accepting party.",
"issue": "The clause may infringe on the accepting party's rights by imposing overly broad restrictions on the use of the Software, potentially limiting the accepting party's ability to use the Software in a manner that is reasonable and lawful. Additionally, the clause may impose restrictions that are not clearly defined, leading to ambiguity and potential legal disputes.",
"laws": "15 U.S.C. § 45(a)(1) (Federal Trade Commission Act, Section 5)",
"relevance": "According to 15 U.S.C. § 45(a)(1), unfair or deceptive acts or practices are declared unlawful when they occur in or affect commerce. In this context, a clause in the End User License Agreement could be considered an unfair practice if it imposes unreasonable or overly broad restrictions on the user's use of the software. Such a clause might be seen as an attempt to limit the user's rights in a way that is not justified by the need to comply with applicable laws.",
"federal_rights_advocacy": [
"1. Identify the specific rights of the accepting party that are potentially infringed by the clause.",
"2. Demonstrate how the clause imposes restrictions that may be unreasonable or overly broad.",
"3. Cite the specific federal law and section that protects the accepting party's rights.",
"4. Argue that the clause violates this law by imposing restrictions that are not legally permissible.",
"5. Provide examples or precedents where similar clauses have been deemed unenforceable or have been modified to protect the accepting party's rights."
]
}
],
"state_laws": [
{
"state": "California",
"url": "https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CIV&sectionNum=1670.5",
"notes": "This law is frequently cited in cases involving contract disputes where terms are challenged as being unfair or overly restrictive. It provides a strong basis for arguing that the clause should be revised or struck down to protect the accepting party's rights.",
"issue": "The clause may infringe on the accepting party's rights by imposing overly broad or vague restrictions on the use of the Software, potentially leading to an unreasonable limitation on the accepting party's ability to use the Software in a lawful manner.",
"laws": "Cal. Civ. Code § 1670.5",
"relevance": "Under California Civil Code § 1670.5, a court has the authority to refuse to enforce a contract or any clause within a contract if it determines that the contract or clause was unconscionable at the time it was made. This means that if a clause in an End User License Agreement imposes overly broad or vague restrictions on the user's use of the software, thereby infringing on their rights, the court may deem the clause unconscionable and refuse to enforce it.",
"state_rights_advocacy": [
"Step 1: Identify the specific rights of the accepting party that are potentially infringed by the clause.",
"Step 2: Demonstrate how the clause imposes restrictions that may be overly broad or vague, potentially leading to an infringement of the accepting party's rights.",
"Step 3: Cite the specific law and section that protects the accepting party's rights, explaining how the clause conflicts with this law.",
"Step 4: Provide examples or precedents where similar clauses have been deemed unenforceable or have been modified to better protect the accepting party's rights.",
"Step 5: Argue that the clause should be revised or struck down to ensure compliance with the cited law and to protect the accepting party's rights."
]
}
]
}
},
{
"clause": "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.",
"reasoning": {
"federal_laws": [
{
"url_for_legal_code": "https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title17-section117&num=0&edition=prelim",
"url_for_contract_law": "https://www.law.cornell.edu/ucc",
"notes": "This law is frequently cited in cases involving software licenses and user rights. It provides a strong basis for arguing that the restrictions in the EULA are overly broad and infringe on the accepting party's rights.",
"issue": "The clause restricts the accepting party from creating derivative works, which could limit their ability to innovate or customize the software for their specific needs. It also prohibits reverse engineering, which could prevent the accepting party from understanding how the software works and ensuring it is secure and free from vulnerabilities.",
"laws": "17 U.S.C. § 117(a)(1) (2018)",
"relevance": "According to 17 U.S.C. § 117(a)(1), the owner of a copy of a computer program is permitted to make another copy or adaptation of the program if it is an essential step in using the program. This means that any restrictions in the End User License Agreement (EULA) that prohibit creating derivative works or reverse engineering might be infringing on this right.",
"federal_rights_advocacy": [
"Identify the specific restriction in the EULA that infringes on the accepting party's rights.",
"Argue that the restriction is overly broad and limits the accepting party's ability to use the software in a manner that is reasonable and customary.",
"Cite the specific section of the law that protects the accepting party's rights to use the software in a certain way.",
"Provide examples of how similar restrictions have been deemed unenforceable in other cases.",
"Highlight any ambiguities in the EULA that could be interpreted in favor of the accepting party."
]
}
],
"state_laws": [
{
"state": "California",
"url": "https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?sectionNum=1670.5.&lawCode=CIV",
"notes": "This law is frequently cited in cases involving consumer protection and contract enforceability, making it a strong candidate for challenging the restrictive clauses in the EULA.",
"issue": "The clause restricts the accepting party from creating derivative works, which may infringe on their rights to innovate or improve upon the software. Additionally, the prohibition on reverse engineering may prevent the accepting party from understanding how the software works, which could be necessary for compatibility or security purposes.",
"laws": "Cal. Civ. Code § 1670.5(a)",
"relevance": "California Civil Code Section 1670.5(a) permits a court to refuse to enforce a contract or any clause within it if the court determines that the contract or clause was unconscionable at the time it was made. In this context, the restrictions imposed by the End User License Agreement (EULA) could be considered unconscionable because they significantly restrict the rights of the user to use, modify, and understand the software.",
"state_rights_advocacy": [
"Identify the specific restriction in the EULA that infringes on the accepting party's rights.",
"Present the specific section of the applicable state law that protects the accepting party's rights.",
"Explain how the restriction in the EULA conflicts with the state law.",
"Provide examples or precedents where similar EULA restrictions were deemed unenforceable under the state law.",
"Argue that the state law should take precedence over the EULA restriction due to its protective nature for consumers or entities."
]
},
{
"state": "Texas",
"url": "https://statutes.capitol.texas.gov/Docs/BC/htm/BC.17.htm",
"notes": "This law is frequently cited in cases involving consumer protection and contract enforceability, making it a strong candidate for challenging the restrictive clauses in the EULA.",
"issue": "The clause restricts the accepting party from reverse engineering the software, which may infringe on their rights to understand the software for purposes such as ensuring compatibility with other systems or identifying security vulnerabilities.",
"laws": "Tex. Bus. & Com. Code § 17.50(a)(3)",
"relevance": "Section 17.50(a)(3) of the Texas Business and Commerce Code permits consumers to file a lawsuit for damages if they suffer harm due to an unconscionable action or course of action. The limitations imposed by the End User License Agreement (EULA) could be considered unconscionable because they significantly restrict the rights of the user to utilize, modify, and comprehend the software.",
"state_rights_advocacy": [
"Identify the specific restriction in the EULA that infringes on the accepting party's rights.",
"Present the specific section of the applicable state law that protects the accepting party's rights.",
"Explain how the restriction in the EULA conflicts with the state law.",
"Provide examples or precedents where similar EULA restrictions were deemed unenforceable under the state law.",
"Argue that the state law should take precedence over the EULA restriction due to its protective nature for consumers or entities."
]
}
]
}
}
],
"legal_rights_potentially_violated": [
{
"right": "Right to Use Software in Compliance with Applicable Laws",
"description": "The clause requires the accepting party to use the software in compliance with all applicable laws, including those related to privacy and intellectual property. This could potentially infringe on the user's right to use the software in a manner that is reasonable and lawful, as the clause may impose overly broad or vague restrictions that are not clearly defined, leading to ambiguity and potential legal disputes.",
"relevant_laws": [
{
"law": "Federal Trade Commission Act (15 U.S.C. § 45(a)(1))",
"description": "Prohibits unfair or deceptive acts or practices in or affecting commerce. The clause could be considered unfair if it imposes unreasonable restrictions on the accepting party's use of the software."
},
{
"law": "California Civil Code § 1670.5",
"description": "Allows a court to refuse to enforce a contract or any clause within it if it determines that the contract or clause was unconscionable at the time it was made. The clause may be deemed unconscionable if it imposes overly broad or vague restrictions."
}
]
},
{
"right": "Right to Create Derivative Works",
"description": "The clause prohibits the creation of derivative works based on the software. This restriction could limit the accepting party's ability to innovate or customize the software for their specific needs.",
"relevant_laws": [
{
"law": "17 U.S.C. § 117(a)(1)",
"description": "Allows the owner of a copy of a computer program to make another copy or adaptation of the program if it is an essential step in using the program. The restriction on creating derivative works may infringe on this right."
},
{
"law": "California Civil Code § 1670.5",
"description": "Permits a court to refuse to enforce a contract or any clause within it if it determines that the contract or clause was unconscionable at the time it was made. The restriction on creating derivative works may be deemed unconscionable."
}
]
},
{
"right": "Right to Reverse Engineer Software",
"description": "The clause prohibits reverse engineering, decompiling, or disassembling the software. This restriction could prevent the accepting party from understanding how the software works, ensuring it is secure, and identifying any vulnerabilities.",
"relevant_laws": [
{
"law": "17 U.S.C. § 117(a)(1)",
"description": "Allows the owner of a copy of a computer program to make another copy or adaptation of the program if it is an essential step in using the program. The restriction on reverse engineering may infringe on this right."
},
{
"law": "California Civil Code § 1670.5",
"description": "Permits a court to refuse to enforce a contract or any clause within it if it determines that the contract or clause was unconscionable at the time it was made. The restriction on reverse engineering may be deemed unconscionable."
},
{
"law": "Texas Business and Commerce Code § 17.50(a)(3)",
"description": "Allows consumers to file a lawsuit for damages if they suffer harm due to an unconscionable action or course of action. The restriction on reverse engineering may be considered unconscionable."
}
]
},
{
"right": "Right to Transfer or Distribute Software",
"description": "The clause prohibits the accepting party from selling, assigning, licensing, disclosing, distributing, or otherwise transferring the software or any copies of it to third parties. This restriction could limit the accepting party's ability to share or transfer the software in a lawful manner.",
"relevant_laws": [
{
"law": "Federal Trade Commission Act (15 U.S.C. § 45(a)(1))",
"description": "Prohibits unfair or deceptive acts or practices in or affecting commerce. The restriction on transferring or distributing the software could be considered unfair if it imposes unreasonable limitations on the accepting party's rights."
},
{
"law": "California Civil Code § 1670.5",
"description": "Allows a court to refuse to enforce a contract or any clause within it if it determines that the contract or clause was unconscionable at the time it was made. The restriction on transferring or distributing the software may be deemed unconscionable."
}
]
}
]
}
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