ProCD, Inc. v. Zeidenberg
86 F.3rd 1447 (7th Cir. 1996)
Zeidenberg bought a telephone
directory database produced by ProCD.
After opening the packaging
and installing the software on his personal computer, Zeidenberg created
a website and offered the information originally on the CD to visitors
ProCD filed an injunction to
stop Zeidenberg from continuing his distribution.
ProCD argued that Zeidenberg
was in violation of the software license agreement.
Zeidenberg argued that he
was not aware that he wasn't allowed to repost all the data on the CD for
free because the full license wasn't written on the box, it was contained
on the CD (which Zeidenberg couldn't read until after he bought the CD).
The package itself only
stated that there was a license enclosed. Zeidenberg first saw the
license when he installed the software, which he accepted by clicking
the 'accept' button when the user agreement popped-up on his computer
That's commonly known as a click-through
license or clickwrap. Sometimes these are known as shrinkwrap agreement.
Zeidenberg argued that only
the text written on the outside of the package counts as part of the
contract offered by placing the product on the shelf and agreed to by
purchasing the product.
The Trial Court found for
Zeidenberg. ProCD appealed.
The Appellate Court reversed
and found for ProCD.
The Appellate Court noted
that telephone directories are public information, so ProCD can't
copyright the database.
However, the Court held that
a contract could confer among the parties similar rights to a copyright.
The Court then found that
the license agreement was a valid and enforceable as a contract.
The court relied primarily
on UCC §2-204 (describing a
valid contract) and UCC §2-606 (describing acceptance of a contract). The court found that
ProCD, had offered use of the software as in accordance with the
requirements of UCC §2-606.
The Court found that
Zeidenberg did accept the offer by clicking through.
The Court noted that
Zeidenberg could have rejected the terms of the contract and returned the
In addition, the Court
noted that Zeidenberg had the ability to return the goods under the UCC
if he didnŐt like the license agreement.
This was considered a very