Matthew
Zeidenberg purchased 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 for free.ProCD filed an injunction to stop Zeidenberg from
continuing his distribution.
At
the time of purchase, Zeidenberg was not aware of any prohibited use
because the full license was contained on the CD. The package itself only
stated that there was a license enclosed. Zeidenberg was presented with
this license when he installed the software, which he accepted by clicking
assent at a suitable dialog box, 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
Court first held 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 held the license 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). There
was little doubt that ProCD, in fact, offered use of the software as
described by UCC § 2-606.
The
Court held that Zeidenberg did accept the offer by clicking through.
The
Court stated that Zeidenberg could have rejected the terms of the
contract and returned the software. The Court, in addition, noted the
ability to the return goods under the UCC.
This
was considered a very controversial decision.
