1.

INTRODUCTION

Today with the recent advancement in the areas of computer

technology, telecommunications technology, software and information technology have
resulted in changing the standard of living of people in an unimaginable way. The
communication is no more restricted due to the constraints of geography and time.
Information is transmitted and received widely and more rapidly than ever before. And
this is where the electronic commerce offers the flexibility to business environment in
terms of place, time, space, distance, and payment. This e-commerce is associated with
the buying and selling of information, products and services via computer networks. It is
a means of transacting business electronically, usually, over the Internet. It is the tool
that leads to ‘enterprise integration’. With the growth of e-commerce, there is a rapid
advancement in the use of e-contracts. But deployment of electronic contracts poses a
lot of challenges at three levels, namely conceptual, logical and implementation. In our
article we have discussed the scope, nature and legality and various other issues
related to e-contracts.

Contracts have become so common in daily life that most of the

time we do not even realize that we have entered into one. Right from hiring a taxi to
buying airline tickets online, innumerable things in our daily lives are governed by
contracts.

The Indian Contract Act, 1872 governs the manner in which

contracts are made and executed in India. It governs the way in which the provisions in
a contract are implemented and codifies the effect of a breach of contractual provisions.

Within the framework of the Act, parties are free to contract on any
terms they choose. Indian Contract Act consists of limiting factors subject to which
contract may be entered into, executed and breach enforced. It only provides a
framework of rules and regulations which govern formation and performance of
contract. The rights and duties of parties and terms of agreement are decided by the
contracting parties themselves. The court of law acts to enforce agreement, in case of
nonperformance.
The Act facilitating in nature and accordingly detailed provisions
have been incorporated to provide guidelines with regard to formation of contract.
Adherence to these provisions will result in a legal, valid and binding contract. Sec 2(h)
of the Act defines contract as an agreement enforceable by law. Sec 10 details
conditions compliance of which would decide whether that agreement would be
enforceable by law or not. Accordingly to this section, every agreement must satisfy the
conditions like competency of the parties, consent, consideration and lawful object. It
also mandates that the contemplated agreement should not fall within the ambit of void
agreements as stated in sec 23 to 30 of the act.

Electronic contracts (contracts that are not paper based but

rather in electronic form) are born out of the need for speed, convenience and
efficiency.

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 E-contract is a contract modeled, specified, executed and deployed
by a software system. E-contracts are conceptually very similar to traditional (paper
based) commercial contracts. Vendors present their products, prices and terms to
prospective buyers. Buyers consider their options, negotiate prices and terms (where
possible), place orders and make payments. Then, the vendors deliver the purchased
products. Nevertheless, because of the ways in which it differs from traditional
commerce, electronic commerce raises some new and interesting technical and legal
challenges.

Imagine a contract that an Indian exporter and an American

importer wish to enter into. One option would be that one party first draws up two copies
of the contract, signs them and couriers them to the other, who in turn signs both copies
and couriers one copy back. The other option is that the two parties meet somewhere
and sign the contract. In the electronic age, the whole transaction can be completed in
seconds, with both parties simply affixing their digital signatures to an electronic copy of
the contract. There is no need for delayed couriers and additional travelling costs in
such a scenario.

There was initially an apprehension amongst the legislatures to

recognize this modern technology, but now many countries have enacted laws to
recognize electronic contracts.

The conventional law relating to contracts is not sufficient to

address all the issues that arise in electronic contracts. The Information Technology Act
(IT Act) 2000 solves some of the peculiar issues that arise in the formation and
authentication of electronic contracts.

2. Essentials of an electronic contract:

As in every other contract, an electronic contract also requires the

following necessary ingredients:

1. An offer needs to be made:

In many transactions (whether online or conventional) the offer is
not made directly one-on-one. The consumer ‘browses’ the available goods and
services displayed on the merchant’s website and then chooses what he would like to
purchase.
The offer is not made by website displaying the items for sale at a
particular price. This is actually an invitation to offer and hence is revocable at any
time up to the time of acceptance. The offer is made by the customer on placing the
products in the virtual ‘basket’ or ‘shopping cart’ for payment.

2. The offer needs to be accepted:

As stated earlier, the acceptance is usually undertaken by the
business after the offer has been made by the consumer in relation with the invitation to
offer. An offer is revocable at any time until the acceptance is made.

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Procedures available for forming electronic contracts include:

A. E-mail: Offers and acceptances can be exchanged entirely by e-mail, or can be

combined with paper documents, faxes, telephonic discussions etc.
B. Web Site Forms: The seller can offer goods or services (e.g. air tickets, software
etc) through his website. The customer places an order by completing and transmitting
the order form provided on the website. The goods may be physically delivered later
(e.g. in case of clothes, music CDs etc) or be immediately delivered electronically (e.g.
e-tickets, software, mp3 etc).
C. Online Agreements: Users may need to accept an online agreement in order to be
able to avail of the services e.g. clicking on “I accept” while installing software or clicking
on “I agree” while signing up for an email account.

3. There has to be lawful consideration:

Any contract to be enforceable by law must have lawful
consideration, i.e., when both parties give and receive something in return. Therefore, if
an auction site facilitates a contract between two parties where one person provides a
pornographic movie as consideration for purchasing an mp3 player, then such a
contract is void.
4. There has to be an intention to create legal relations:
If there is no intention on the part of the parties to create legal
relationships, then no contract is possible between them. Usually, agreements of a
domestic or social nature are not contracts and therefore are not enforceable, e.g., a
website providing general health related information and tips.

5. The parties must be competent to contract:

Contracts by minors, lunatics etc are void. All the parties to the
contract must be legally competent to enter into the contract.

6. There must be free and genuine consent:

Consent is said to be free when there is absence of coercion,
misrepresentation, undue influence or fraud. In other words, there must not be any
subversion of the will of any party to the contract to enter such contract.
Usually, in online contracts, especially when there is no active real-time interaction
between the contracting parties, e.g., between a website and the customer who buys
through such a site, the click through procedure ensures free and genuine consent.

7. The object of the contract must be lawful:

A valid contract presupposes a lawful object. Thus a contract for
selling narcotic drugs or pornography online is void.

8. There must be certainty and possibility of performance:

A contract, to be enforceable, must not be vague or uncertain and
there must be possibility of performance. A contract, which is impossible to perform,
cannot be enforced, e.g., where a website promises to sell land on the moon.

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3. Relevant IT Act provisions:
Indian law provides for the authentication of electronic records by
affixing a digital signature. The law provides for use of an asymmetric crypto system
and hash function and also recommends standards to be adhered.
Chapter IV of the Information Technology Act, 2000 contains
sections 11, 12 and 13 and is titled Attribution, Acknowledgment and Dispatch of
Electronic Records.

A) Attribution of Electronic Records

According to section 11 of the it act11. An electronic record shall be
attributed to the originator—
(a) if it was sent by the originator himself;
(b) By a person who had the authority to act on behalf of the originator in respect of that
electronic record; or
(c) By an information system programmed by or on behalf of the originator to operate
automatically.
According to section 2(1) (za) of the IT Act, originator is a person
who:
1. sends, generates, stores or transmits any electronic message or
2. causes any electronic message to be sent, generated, stored or transmitted to any
other person.
The term originator does not include an intermediary.

Illustration
Pooja uses her gmail.com email account to send an email to
Sameer. Pooja is the originator of the email. Gmail.com is the intermediary. This section
can best be understood with the help of suitable illustrations.
Illustration 1
Pooja logs in to her web-based gmail.com email account. She
composes an email and presses the “Send” button, thereby sending the email to
Sameer. The electronic record (email in this case) will be attributed to Pooja (the
originator in this case) as Pooja herself has sent it.
Illustration 2
Pooja instructs her assistant Siddhartha to send the above-
mentioned email. In this case also, the email will be attributed to Pooja (and not her
assistant Siddhartha). The email has been sent by a person (Siddhartha) who had the
authority to act on behalf of the originator (Pooja) of the electronic record (email).
Illustration 3
Pooja goes on vacation for a week. In the meanwhile, she does not
want people to think that she is ignoring their emails. She configures her gmail.com
account to automatically reply to all incoming email messages with the following
message: “Thanks for your email. I am on vacation soon as I get back”.
Now every time that gmail.com replies to an incoming email on
behalf of Pooja, the automatically generated email will be attributed to Pooja as it has
been sent by an information system programmed on behalf of the originator (i.e. Pooja)
to operate automatically.

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B) Acknowledgment of Receipt
According to section 12(1) of the IT Act Where the originator has
not agreed with the addressee that the acknowledgment of receipt of electronic record
be given in a particular form or by a particular method, an acknowledgment may be
given by—
(a) any communication by the addressee, automated or otherwise; or
(b) any conduct of the addressee, sufficient to indicate to the originator that the
electronic record has been received.
According to section 2(1)(b) of the IT Act, Addressee means a
person who is intended by the originator to receive the electronic record but does not
include any intermediary.

Illustration
Pooja uses her gmail.com email account to send an email to
Sameer. Pooja is the originator of the email. Gmail.com is the intermediary. Sameer is
the addressee. This sub-section provides for methods in which the acknowledgment of
receipt of an electronic record may be given, provided no particular method has been
agreed upon between the originator and the recipient. One method for giving such
acknowledgement is any communication (automated or otherwise) made by the
addressee in this regard.
Illustration
Let us go back to the earlier example of Pooja going on vacation for
a week. She has configured her email account to automatically reply to all incoming
email messages with the following message “Thanks for your email. I am on vacation
for a week and will replay to your email as soon as I get bagk.” The incoming message
is also affixed at The incoming message is also affixed at message. Now when
Siddhartha sends an electronic record to Pooja by email, he will receive Pooja’s pre-set
message as well as a copy of his own message. This automated communication will
serve as an acknowledgement that Pooja has received Siddhartha’s message. Another
method is any conduct of the addressee, sufficient to indicate to the originator that the
electronic record has been received. Let us take another illustration.
Illustration
Rohit sends an email to Pooja informing her that he would like to
purchase a car from her and would like to know the prices of the cars available for sale.
Pooja subsequently sends Rohit a catalogue of prices of the cars available for sale. It
can now be concluded that Pooja has received Rohit’s electronic record. This is
because such a conduct on the part of Pooja (i.e. sending the catalogue) is sufficient to
indicate to Rohit (the originator) that his email (i.e. the electronic record) has been
received by the addressee (i.e. Pooja).

According to section 12(2) of the IT Act Where the originator has

stipulated that the electronic record shall be binding only on receipt of an
acknowledgment of such electronic record by him, then unless acknowledgment has
been so received, the electronic record shall be deemed to have been never sent by the
originator.

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Illustration
Suppose Pooja wants to sell a car to Sameer. She sends him an
offer to buy the car. In her email, Pooja asked Sameer to send her an acknowledgement
that he has received her email. Sameer does not send her an acknowledgement. In
such a situation it shall be assumed that the email sent by Pooja was never sent.

According to section 12(3) of the IT Act Where the originator has

not stipulated that the electronic record shall be binding only on receipt of such
acknowledgment, and the acknowledgment has not been received by the originator
within the time specified or agreed or, if no time has been specified or agreed to within
a reasonable time, then the originator may give notice to the addressee stating that no
acknowledgment has been received by him and specifying a reasonable time by which
the acknowledgment must be received by him and if no acknowledgment is received
within the aforesaid time limit he may after giving notice to the addressee, treat the
electronic record as though it has never been sent.
Illustration
Rohit sends the following email to Sameer: Further to our
discussion, I am ready to pay Rs 25 lakh for the source code for the PKI software
developed by you. Let me know as soon as you receive this email.
Sameer does not acknowledge receipt of this email. Rohit sends
him another email as follows: I am resending you my earlier email in which I had offered
to pay Rs 25 lakh for the source code for the PKI software developed by you. Please
acknowledge receipt of my email latest by next week. Sameer does not acknowledge
the email even after a week. The initial email sent by Rohit will be treated to have never
been sent.

C) Time and place of despatch and receipt

According to section 13(1) of the IT Act Save as otherwise agreed
to between the originator and the addressee, the despatch of an electronic record
occurs when it enters a computer resource outside the control of the originator.

Illustration
Pooja composes a message for Rohit at11.56 a.m. At exactly 12.00
noon she presses the “Submit” or “Send” button. When she does that the message
leaves her computer and begins its journey across the Internet. It is now no longer in
Pooja’s control. The time of despatch of this message will be12.00 noon.

According to section 13(2) of the IT Act Save as otherwise agreed

between the originator and the addressee, the time of receipt of an electronic record
shall be determined as follows, namely:—
(a) if the addressee has designated a computer resource for the purpose of receiving
electronic records,—
(i) receipt occurs at the time when the electronic record enters the designated computer
resource; or

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(ii) if the electronic record is sent to a computer resource of the addressee that is not
the designated computer resource, receipt occurs at the time when the electronic
record is retrieved by the addressee;
(b) if the addressee has not designated a computer resource along with specified
timings, if any, receipt occurs when the electronic record enters the computer resource
of the addressee.

Illustration:
The marketing department of a company claims that it would make
the delivery of any order within 48 hours of receipt of the order. For this purpose they
have created an order form on their website. The customer only has to fill in the form
and press submit and the message reaches the designated email address of the
marketing department.
Now Suresh, a customer, fills in this order form and presses submit.
The moment the message reaches the company’s server, the order is deemed to have
been received. Karan, on the other hand, emails his order to the information division of
the company. One Mr. Sharma, who is out on vacation, checks this account once a
week. Mr. Sharma comes back two weeks later and logs in to the account at 11.30 a.m.
This is the time of receipt of the message although it was sent two weeks earlier. Now
suppose the company had not specified any address to which orders can be sent by
email. Had Karan then sent the order to the information division, the time of receipt of
the message would have been the time when it reached the server of the company.

According to section 13(3) of the IT Act Save as otherwise agreed

to between the originator and the addressee, an electronic record is deemed to be
despatched at the place where the originator has his place of business, and is deemed
to be received at the place where the addressee has his place of business.
Illustration
Sameer is a businessman operating from his home in Pune, India.
Sameer sent an order by email to a company having its head office in New York, USA.
The place of despatch of the order would be Sameer’s home and the place of receipt of
the order would be the company’s office.

According to section 13(4) of the IT Act The provisions of sub-

section (2) shall apply notwithstanding that the place where the computer resource is
located may be different from the place where the electronic record is deemed to have
been received under sub-section (3).
Illustration
Let us consider the illustration mentioned above of Sameer and the
New York based company. Even if the company has its mail server located physically at
Canada, the place of receipt of the order would be the company’s office in New York
USA.

According to section 13(5) of the IT Act For the purposes of this

section,—

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(a) If the originator or the addressee has more than one place of business, the principal
place of business, shall be the place of business;
(b) If the originator or the addressee does not have a place of business, his usual place
of residence shall be deemed to be the place of business;
(c) "Usual place of residence", in relation to a body corporate, means the place where it
is registered.
Illustration
Sameer sent an order by email to a company having its head office
in New York, USA. The company has offices in 12 countries. The place of business will
be the principal place of business (New York in this case). Sameer is a businessman
operating from his home in Pune, India. He does not have a separate place of business.
Sameer’s residence will be deemed to be the place of business.

A landmark judgment was given by the Allahabad High Court with respect to the
formation of electronic contracts.

P.R. Transport Agency vs. Union of India & others 1 IN THE HIGH COURT OF
ALLAHABAD
Appellants: P.R. Transport Agency through its partner Sri Prabhakar Singh
Vs.
Respondent: Union of India (UOI) through Secretary, Ministry of Coal, Bharat Coking
Coal Ltd. through its Chairman, Chief Sales Manager Road Sales, Bharat Coking Coal
Ltd. and Metal and Scrap Trading Corporation Ltd. (MSTC Ltd.) through its Chairman
cum Managing Director

Background of the case

Bharat Coking Coal Ltd (BCC)2 held an e-auction for coal in
different lots. P.R. Transport Agency’s (PRTA) 3 bid was accepted for 4000 metric tons
of coal from Dobari Colliery. The acceptance letter was issued on 19th July 2005 by e-
mail to PRTA’s e-mail address. Acting upon this acceptance, PRTA deposited the full
amount of Rs. 81.12 lakh through a cheque in favour of BCC. This cheque was
accepted and encashed by BCC.
BCC did not deliver the coal to PRTA. Instead it e-mailed PRTA
saying that the sale as well as the e-auction in favour of PRTA stood cancelled “due to
some technical and unavoidable reasons". The only reason for this cancellation was
that there was some other person whose bid for the same coal was slightly higher than
that of PRTA. Due to some flaw in the computer or its programme or feeding of data the
higher bid had not been considered earlier. This communication was challenged by
PRTA in the High Court of Allahabad. [Note: Allahabad is in the state of Uttar Pradesh
(UP)] BCC objected to the “territorial jurisdiction” of the Court on the grounds that no
part of the cause of action had arisen within U.P.
Issue raised by BCC

1
AIR 2006 All 23, 2006(1) AWC 504 Civil Misc. Writ Petition No. 58468 of 2005 Decided On: 24.09.2005
2
BCC-Bharat Coking Ltd
3
PRTA-P.R.Transport Agency

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 The High Court at Allahabad (in U.P.) had no jurisdiction as no part
of the cause of action had arisen within U.P.

Issues raised by PRTA

1. The communication of the acceptance of the tender was received by the petitioner by
e-mail at Chandauli(U.P.). Hence, the contract (from which the dispute arose) was
completed at Chandauli (U.P). The completion of the contract is a part of the “cause of
action”.
2. The place where the contract was completed by receipt of communication of
acceptance is a place where 'part of cause of action' arises.

Points considered by the court

1. With reference to contracts made by telephone, telex or fax, the contract is complete
when and where the acceptance is received. However, this principle can apply only
where the transmitting terminal and the receiving terminal are at fixed points.
2. In case of e-mail, the data (in this case acceptance) can be transmitted from
anywhere by the e-mail account holder. It goes to the memory of a 'server' which may
be located anywhere and can be retrieved by the addressee account holder from
anywhere in the world. Therefore, there is no fixed point either of transmission or of
receipt.
3. Section 13(3) of the Information Technology Act has covered this difficulty of “no fixed
point either of transmission or of receipt”. According to this section“...an electronic
record is deemed to be received at the place where the addressee has his place of
business."
4. The acceptance of the tender will be deemed to be received by PRTA at the places
where it has place of business. In this case it is Varanasi and Chandauli(both in U.P.)

Decision of the court

1. The acceptance was received by PRTA at Chandauli / Varanasi. The contract

became complete by receipt of such acceptance.
2. Both these places were within the territorial jurisdiction of the High Court of
Allahabad. Therefore, a part of the cause of action had arisen in U.P. and the court had
territorial jurisdiction.

4. Shrink wrap and click wrap contracts:

Shrink wrap and click wrap are common types of agreements used
in electronic commerce.

Shrink wrap contracts are license agreements or other terms and

conditions which can only be read and accepted by the consumer after opening the
product. The term describes the shrink wrap plastic wrapping used to coat software
boxes, though these contracts are not limited to the software industry.

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 A click-wrap agreement is mostly found as part of the installation
process of software packages. It is also called a "click through" agreement or click-wrap
license. The name "click-wrap" comes from the use of "shrink wrap contracts" in boxed
software purchases.

Click-wrap agreements can be of the following types:

1. Type and Click where the user must type "I accept" or other specified words in an
on-screen box and then click a "Submit" or similar button. This displays acceptance of
the terms of the contract. A user cannot proceed to download or view the target
information without following these steps.
2. Icon Clicking where the user must click on an "OK" or "I agree" button on a dialog
box or pop-up window. A user indicates rejection by clicking “Cancel” or closing the
window. [See illustration below]
Upon rejection, the user can no longer use or purchase the product or service. A click
wrap contract is a “take-it-or-leave-it” type of contract that lacks bargaining power.
The terms of service or license may not always appear on the same webpage or
window, but they must always be accessible before acceptance.

Sample click wrap contract:

Mozilla Firefox end-user software license agreement version 2.0

The accompanying executable code version of Mozilla Firefox and related

documentation (the "Product") is made available to you under the terms of this Mozilla
Firefox end-user software license agreement (the "agreement"). by clicking the "accept"
button, or by installing or using the Mozilla Firefox browser, you are consenting to be
bound by the agreement. if you do not agree to the terms and conditions of this
agreement, do not click the "accept" button, and do not install or use any part of the
Mozilla Firefox browser.

During the Mozilla Firefox installation process, and at later times,

you may be given the option of installing additional components from third-party
software providers. The installation and use of those third-party components may be
governed by additional license agreements.

1. LICENSE GRANT. The Mozilla Corporation grants you a nonexclusive license to use
the executable code version of the Product. This Agreement will also govern any
software upgrades provided by Mozilla that replace and/or supplement the original
Product, unless such upgrades are accompanied by a separate license, in which case
the terms of that license will govern.

2. TERMINATION. If you breach this Agreement your right to use the Product will
terminate immediately and without notice, but all provisions of this Agreement except
the License Grant (Paragraph 1) will survive termination and continue in effect. Upon
termination, you must destroy all copies of the Product.

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3. PROPRIETARY RIGHTS. Portions of the Product are available in source code form
under the terms of the Mozilla Public License and other open source licenses
(collectively, "Open Source Licenses") at http://mozilla.org. Nothing in this Agreement
will be construed to limit any rights granted under the Open Source Licenses. Subject to
the foregoing, Mozilla, for itself and on behalf of its licensors, hereby reserves all
intellectual property rights in the Product, except for the rights expressly granted in this
Agreement. You may not remove or alter any trademark, logo, copyright or other
proprietary notice in or on the Product. This license does not grant you any right to use
the trademarks, service marks or logos of Mozilla or its licensors.

4. PRIVACY POLICY. You agree to the Mozilla Firefox Privacy Policy, made available
online at http://www.mozilla.com/firefox/privacy/, as that policy may be changed from
time to time. When Mozilla changes the policy in a material way a notice will be posted
on the website at www.mozilla.com and when any change is made in the privacy policy,
the updated policy will be posted at the above link. It is your responsibility to ensure that
you understand the terms of the privacy policy, so you should periodically check the
current version of the policy for changes.

5. DISCLAIMER OF WARRANTY. The product is provided "as is" with all faults. to the
extent permitted by law, Mozilla and Mozilla’s distributors, and licensors hereby disclaim
all warranties, whether express or implied, including without limitation warranties that
the product is free of defects, merchantable, fit for a particular purpose and non-
infringing. you bear the entire risk as to selecting the product for your purposes and as
to the quality and performance of the product. this limitation will apply notwithstanding
the failure of essential purpose of any remedy. some jurisdictions do not allow the
exclusion or limitation of implied warranties, so this disclaimer may not apply to you.

6. LIMITATION OF LIABILITY. except as required by law, Mozilla and its distributors,

directors, licensors, contributors and agents (collectively, the "Mozilla group") will not be
liable for any indirect, special, incidental, consequential or exemplary damages arising
out of or in any way relating to this agreement or the use of or inability to use the
product, including without limitation damages for loss of goodwill, work stoppage, lost
profits, loss of data, and computer failure or malfunction, even if advised of the
possibility of such damages and regardless of the theory (contract, tort or otherwise)
upon which such claim is based. The Mozilla group's collective liability under this
agreement will not exceed the greater of $500 (five hundred dollars) and the fees paid
by you under the license (if any). Some jurisdictions do not allow the exclusion or
limitation of incidental, consequential or special damages, so this exclusion and
limitation may not apply to you.

7. EXPORT CONTROLS. This license is subject to all applicable export restrictions.

You must comply with all export and import laws and restrictions and regulations of any
United States or foreign agency or authority relating to the Product and its use.

8. U.S. GOVERNMENT END-USERS. This Product is a "commercial item," as that term

is defined in 48 C.F.R. 2.101, consisting of “commercial computer software" and

11
"commercial computer software documentation," as such terms are used in 48 C.F.R.
12.212 (Sept. 1995) and 48 C.F.R. 227.7202 (June 1995). Consistent with 48 C.F.R.
12.212, 48 C.F.R. 27.405(b)(2) (June 1998) and 48 C.F.R. 227.7202, all
U.S. Government End Users acquire the Product with only those rights as set forth
therein.

9. MISCELLANEOUS. (a) This Agreement constitutes the entire agreement between

Mozilla and you concerning the subject matter hereof, and it may only be modified by a
written amendment signed by an authorized executive of Mozilla. (b) Except to the
extent applicable law, if any, provides otherwise, this Agreement will be governed by the
laws of the state of California, U.S.A., excluding its conflict of law provisions. (c) This
Agreement will not be governed by the United Nations Convention on Contracts for the
International Sale of Goods. (d) If any part of this Agreement is held invalid or
unenforceable, that part will be construed to reflect the parties' original intent, and the
remaining portions will remain in full force and effect. (e) A waiver by either party of any
term or condition of this Agreement or any breach thereof, in any one instance, will not
waive such term or condition or any subsequent breach thereof. (f) Except as required
by law, the controlling language of this Agreement is English. (g) You may assign your
rights under this Agreement to any party that consents to, and agrees to be bound by,
its terms; the Mozilla Corporation may assign its rights under this Agreement without
condition. (h) This Agreement will be binding upon and inure to the benefit of the
parties, their successors and permitted assigns.

5. Contract 1 – Email service agreement

Suppose Noodle Ltd wants to offer email services to its customers.
It would need to enter into a contract with all its potential customers “before” they create
a new email account with it. This contract must serve the following purposes:
1. Outline the Scope of services provided by noodle ltd.
2. Restrict Noodle’s liabilities in case there is any defect in the Noodle email services.
3. Outline the duties and obligations of the customer.
4. Obtain suitable license from the customer in respect of his content.
5. Grant suitable license to the customer to use the Noodle email services software.
6. Restrict Noodle’s liabilities in case of loss or damage suffered by the customer as a
direct or indirect result of the Noodle email services.
7. Restrict Noodle’s liabilities for acts of advertisers who use the Noodle email services
to promote their goods and services.

1. Customer’s relationship with Noodle:

The contract should specify that by using Noodle email services,
the customer becomes subject to the terms of a legal agreement between the customer
and Noodle. Customers must be informed that they must be of legal age to enter into
the contract.
2. Acceptance of the terms of the contract:
The contract should clearly lay down that a customer cannot use
the Noodle email services unless he agrees with the terms of the contract. The

12
customer can usually indicate his acceptance by clicking on an “I Accept” link or
checking an “I Accept” checkbox.

3. Provision of the services:

Considering the nature of email services and the technological
aspects the customer must be clearly informed and warned that:
1. The nature of the services may change without prior notice.
2. Noodle may stop providing the services to all or selected customers at any time
without prior notice,
3. Noodle can disable any customer’s account. When that happens the customer will be
unable to access his stored emails or receive and send new emails.
4. Noodle can impose limitations on the numbers of emails that a customer can send,
size and content of attachments etc.

4. Duties and obligations of customer:

The contract should clearly lay down the duties and obligations of
the customer. Amongst others, the customer must:
1. Provide accurate and updated personal information,
2. Use the services only for allowed purposes,
3. Not use the Noodle email services for prohibited purposes such as transmitting
pornography, pirated content, defamatory and seditious content etc.
4. Access (or attempt to access) the services only through the interface provided by
Noodle,
5. Not access (or attempt to access) the services through any automated means not
permitted by Noodle,
6. Comply with the instructions contained in the robots.txt file on the Noodle web
servers,
7. Not engage (directly or indirectly) in any activity that interferes with or disrupts the
services,
8. Not reproduce, duplicate, copy, sell, trade or resell the services for any purpose,
9. Maintain the confidentiality of passwords used to access the services,
10. Intimate Noodle of any unauthorized use of password,
11. be solely responsible for any content created, transmitted or displayed by the
customer while using the services,
12. Download and obtain content through the Noodle email services at his own
discretion and risk.

5. Content license from the customer:

The user retains copyright and other rights over the content
submitted, stored, posted or displayed by him through the Noodle email services.
The user must be clearly informed that by transmitting, storing, submitting or posting the
said content, he gives Noodle a perpetual, irrevocable, worldwide, royalty-free, and non-
exclusive license to reproduce, adapt, modify, translate, publish, publicly perform,
publicly display and distribute the content.

13
6. License from Noodle:
The contract should specify that Noodle is giving the customer a
personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the
software provided as part of the Noodle email services.
The contract must clarify that this license is for the sole purpose of enabling the
customer to use the Noodle email services. The contract must forbid the customer from
the following acts in respect of the said software:
1. Copying,
2. Modifying,
3. Creating a derivative work of,
4. Reverse engineering,
5. Decompiling or otherwise attempting to extract the source code.
The contract should mention that the customer cannot assign, sublicense or transfer his
rights to use the Noodle email service software.

7. Prohibitions:
The contract should specifically prohibit the following:
1. Using "deep-link", "page-scrape", "robot", "spider" etc to access, acquire, copy or
monitor any portion of the service.
2. Reproducing the navigational structure or presentation of the service.
3. Circumventing the navigational structure or presentation of the service.
4. Attempting to gain unauthorized access to any portion or feature of the service.
5. Harvesting or collecting user names, email addresses or other member identification
information.
6. Probing, scanning or testing the vulnerability of the service.
7. Tracing information relating to other users.
8. Agreeing not to use any device, software or routine to interfere or attempt to interfere
with the proper working of the service or any transaction being conducted on the
service, or with any other person's use of the service.
9. Using the service for any unlawful purpose.
10. Forging email headers.
11. Manipulating identifiers in order to disguise the origin of any email.

8. Exclusion of warranties:
The contract should clearly mention that the customer expressly
understands and agrees that his use of the services is at his sole risk and that the
services are provided "as is" and “as available”. The contract must expressly disclaim all
warranties and conditions of any kind (express and implied).
It must also be mentioned clearly that Noodle (its subsidiaries, affiliates, licensors etc)
do not represent that:
1. The Noodle email services will meet the customer’s requirements,
2. The Noodle email services will be uninterrupted, timely, secure or free from error,
3. The information provided by or through the Noodle email services will be accurate or
reliable, and
4. That defects in the operation or functionality of the Noodle email services will be
corrected.

14
9. Limitation of liability:
The contract must clearly mention that Noodle Ltd (and its subsidiaries, affiliates,
licensors etc) will not be liable to the customer for:
1. Any direct, indirect, incidental, special consequential or exemplary damages incurred
by the customer pursuant of his use of the Noodle email services.
2. Any loss of profit, any loss of goodwill or business reputation, any loss of data
suffered, cost of procurement of substitute goods or services, or other intangible loss
incurred by the customer pursuant to his use of the Noodle email services.
3. Any loss or damage incurred by the customer as a result of relationship or
transactions with advertisers using the Noodle email services.
4. Changes in or cessation of the Noodle email services.
5. Deletion or corruption of content transmitted through or stored in Noodle email
services.
6. Customer’s failure to keep his account information, passwords etc secure and
confidential.

10. Ending the relationship between Noodle and the customer:

The contract must lay down the customer can terminate the
contract by closing his accounts with the Noodle email service. Noodle must retain the
right to terminate the contract under the following circumstances:
1. The customer breaches any provision of the contract.
2. The customer acts in a manner that clearly shows his intention to breach a provision
of the contract.
3. Noodle is required by law to terminate the contract.
4. The provision of the services to the customer is no longer commercially viable.

6. Contract 2 – Domain purchase agreement

Suppose Noodle Ltd wants to offer domain name registration
services to its customers. Additionally it would allow customers to host their domain's
domain name servers (DNS) on Noodle’s servers. Noodle will also allow customers to
use its systems to forward a domain to a system or site hosted elsewhere.
It would need to enter into a contract with all its potential customers
“before” they register a domain name using Noodle services. This contract must serve
the following purposes:
1. Outline the scope of services provided by Noodle Ltd.
2. Restrict Noodle’s liabilities in case there is any defect in the Noodle domain name
registration services.
3. Allow the publication and sale of certain information about the customer and the
domain name.
4. Outline the duties and obligations of the customer.
5. Grant suitable license to the customer to use the Noodle domain name registration
software.
6. Restrict Noodle’s liabilities in case of loss or damage suffered by the customer as a
direct or indirect result of the Noodle domain name registration services.

15
1. Customer’s relationship with Noodle:
The contract must specify that by using Noodle domain name
registration services, the customer becomes subject to the terms of a legal agreement
between the customer and Noodle. Customers must be informed that they must be of
legal age to enter into the contract.

2. Acceptance of the terms of the contract:

The contract must clearly lay down that a customer cannot use the
Noodle domain name registration services unless he agrees with the terms of the
contract. The customer can usually indicate his acceptance by clicking on an “I Accept”
link or checking an “I Accept” checkbox.

3. Selection of a domain name:

Noodle cannot check whether the domain name selected by the
customer infringes legal rights of any third party. The contract should specify that the
onus is on the customer to investigate to see whether the domain name selected by him
infringes legal rights of others. Noodle may advise the customers to register trademarks
in connection with the selected domain names. The contract should inform the customer
that Noodle may be ordered by a court to cancel, modify, or transfer the customer’s
domain name. The customer must also be informed that he must indemnify Noodle in
case of any law suit in connection with the domain name.

4. Fees and basic information:

The contract should clearly lay down that the customer is liable to
pay the relevant fees to Noodle in return for the domain name registration. The contract
should also specify that the customer is required to provide current, complete and
accurate personal information as required by the registration process. The customer is
also required to inform Noodle about any changes in this information.
The contract should specify that for each domain name registered
by a customer, the following information will be made publicly available in the “Who is
directory” as determined by the Internet Corporation for Assigned Names and Numbers
(ICANN) Policy and may be sold in bulk as set forth in the ICANN agreement:
1. The domain name,
2. The registrant’s name and postal address,
3. The email address, postal address, voice and fax numbers for technical and
administrative contacts,
4. The Internet protocol numbers for the primary and secondary name servers,
5. The corresponding names of the name servers,
6. The original date of registration and expiration date.

5. Dispute resolution policy:

The contract should clearly state that the customer is bound by the
terms of the ICANN Uniform Domain Name Dispute Resolution Policy. The customer
must also indemnify Noodle from any liabilities in case of a domain name dispute.

16
6. Domain Name Renewals:
Noodle may offer customers the option of their domain names
being automatically renewed upon the expiration date. In case automatic renewal is the
default setting, then customers must be warned to deactivate it if they do not want the
domain name to be automatically renewed. The exact terms of the auto renewal (such
as term and fees) must be mentioned in the contract. In case a customer fails to renew
a domain name, then the following procedure is usually followed:
1. Noodle may, at its sole discretion, renew the expired domain name on the customer’s
behalf.
2. Noodle may then provide a 15 day “renewal grace period” during which the customer
could pay a nominal extra charge to Noodle and then renew the domain.
3. On expiry of the “renewal grace period” the domain name will be placed on “Hold”
and flagged for deletion for a 30 day redemption period. During this period the customer
could get back his domain on payment of heavy fees.
4. On expiry of the redemption period, Noodle could delete the domain name or transfer
it to another registrant. On deletion, the domain name could be registered by anyone
else.
7. Transfer and resale of domain names:
The contract should provide for the following clauses:
1. Procedure to be followed in case the customer transfers a domain name to someone
else.
2. Procedure to be followed by resellers who are using Noodle services to register
domains for third parties.
8. Customers duties and obligations:
The contract should clearly lay down the duties and obligations of
the customer. Amongst others, the customer must:

1. Not overload Noodle’s DNS systems.

2. Not use Noodle’s servers as a source, intermediary, reply to address, or destination
address for mail bombs, Internet packet flooding, packet corruption, or other abusive
attacks.
3. Not use his own domain as a source, intermediary, reply to address, or destination
address for mail bombs, Internet packet flooding, packet corruption, or other abusive
attacks.
9. Prohibitions:
The contract should specifically prohibit the following:
1. Using "deep-link", "page-scrape", "robot", "spider" etc to access, acquire, copy or
monitor any portion of the service.
2. Reproducing the navigational structure or presentation of the service.
3. Circumventing the navigational structure or presentation of the service.
4. Attempting to gain unauthorized access to any portion or feature of the service.
5. Harvesting or collecting user names, email addresses or other member identification
information.
6. Probing, scanning or testing the vulnerability of the service.
7. Tracing information relating to other users.

17
8. Agreeing not to use any device, software or routine to interfere or attempt to interfere
with the proper working of the service or any transaction being conducted on the
service, or with any other person's use of the service.
9. Using the service for any unlawful purpose.
10. License from Noodle:
The contract should specify that Noodle is giving the customer a personal, worldwide,
royalty-free, non-assignable and non-exclusive license to use the software provided as
part of the Noodle domain name registration services.
The contract must clarify that this license is for the sole purpose of enabling the
customer to use the Noodle domain name registration services. The contract must
forbid the customer from the following acts in respect of the said software:
1. Copying,
2. Modifying,
3. Creating a derivative work of,
4. Reverse engineering,
5. Decompiling or otherwise attempting to extract the source code.
The contract must mention that the customer cannot assign, sub-license or transfer his
rights to use the Noodle domain registration software.

11. Limitation of liability:

The contract should clearly mention that Noodle Ltd (and its
subsidiaries, affiliates, licensors etc) will not be liable to the customer for:
1. Access delays or interruptions to the Noodle web site or domain name registration
system.
2. The loss of registration or processing of a domain name.
3. The failure for whatever reason to renew a domain name registration.
4. The unauthorized use of the customer’s account with Noodle.
5. Deletion of, failure to store, or failure to process or act upon email messages sent by
customers to Noodle staff.
6. Errors taking place with regard to the processing of the customer’s application.
7. Any direct, indirect, incidental, special consequential or exemplary damages incurred
by the customer pursuant to his use of the Noodle domain name registration services.
8. Any loss of profit, any loss of goodwill or business reputation, any loss of data
suffered, cost of procurement of substitute goods or services, or other intangible loss
incurred by the customer pursuant of his use of the Noodle domain name registration
services.
9. Any loss or damage incurred by the customer as a result of relationship or
transactions with advertisers using the Noodle domain name registration services.
10. Changes in or cessation of the Noodle domain name registration services.
11. Customer’s failure to keep his account information, passwords etc secure and
confidential.

12. Exclusion of warranties:

The contract should clearly mention that the customer expressly
understands and agrees that his use of the services is at his sole risk and that the
services are provided "as is" and “as available”. The contract must expressly disclaim all
warranties and conditions of any kind(express and implied).

18
It must also be mentioned clearly that Noodle (its subsidiaries, affiliates, licensors etc)
do not represent or warrant to that:
1. The Noodle services will meet the customer’s requirements,
2. The Noodle services will be uninterrupted, timely, and secure or free from error,
3. The information provided by or through the Noodle services will be accurate or
reliable, and
4. That defects in the operation or functionality of the Noodle services will be corrected.

13. Ending the relationship between Noodle and the customer

The contract must lay down the customer can terminate the
contract by closing his accounts with the Noodle domain name registration service.
Noodle must retain the right to terminate the contract under the following circumstances:
1. The customer breaches any provision of the contract.
2. The customer acts in a manner that clearly shows his intention to breach a provision
of the contract.
3. Noodle is required by law to terminate the contract.
4. The provision of the services to the customer is no longer

7. Contract 3 – Online share trading agreement

Noodle Ltd is setting up a website for facilitating online share

trading. The services to be provided by the website include:
1. Providing information on various investment opportunities
2. Enabling customers to buy and sell securities (including shares, options, futures,
mutual fund units etc) online It would need to enter into a contract with all its potential
customers “before” they register an online share trading account. This contract must
serve the following purposes:
1. Customer’s relationship with Noodle:
The contract must specify that by using the Noodle website, the customer becomes
subject to the terms of a legal agreement between the customer and Noodle.
Customers must be informed that they must be of legal age to enter into the contract.
2. Acceptance of the terms of the contract:
The contract must clearly lay down that a customer cannot use the Noodle website
unless he agrees with the terms of the contract. The customer can usually indicate his
acceptance by clicking on an “I Accept” link or checking an “I Accept” checkbox.
3. Copyright:
The contract must clearly state that all content included on the
Noodle website, such as text, graphics, logos, button icons, images, audio clips, digital
downloads, data compilations, and software, is the property of Noodle Ltd.
4. Customers duties and obligations:
The contract must clearly lay down the duties and obligations of the
customer. Amongst others, the customer must:
1. Not overload Noodle’s systems.
2. Not download or modify the Noodle website.
3. Collect and use any investment and securities listings or descriptions.
4. Download or copy account information by data gathering and extraction tools.

19
5. Not frame or utilize framing techniques to enclose any trademark, logo, or other
proprietary information (including images, text, page layout, or form).
6. Not use any Meta tags or any other "hidden text" utilizing Noodle’s name or
trademarks.
5. Prohibitions:
The contract must specifically prohibit the following:
1. Using "deep-link", "page-scrape", "robot", "spider" etc to access, acquire, copy or
monitor any portion of the service.
2. Reproducing the navigational structure or presentation of the service.
3. Circumventing the navigational structure or presentation of the service.
4. Attempting to gain unauthorized access to any portion or feature of the service.
5. Harvesting or collecting user names, email addresses or other member identification
information.
6. Probing, scanning or testing the vulnerability of the service.
7. Tracing information relating to other users.
8. Agreeing not to use any device, software or routine to interfere or attempt to interfere
with the proper working of the service or any transaction being conducted on the
service, or with any other person's use of the service.
9. Using the service for any unlawful purpose.
6. Applicable Law:
The contract should mention the city / state and country whose law
will prevail in this contract. The courts having exclusive jurisdiction over the disputes
should also be mentioned. Conditions relating to arbitration of disputes may also be
mentioned.
7. Specific disclaimers:
The contract must clearly mention the following:
1. Noodle reserves the absolute right and discretion to decide on the criteria for
selecting the customers to participate in this service.
2. The service is subject to the requisite permissions, approvals, licenses and any other
clearance from the appropriate regulatory authorities including Securities and Exchange
Board of India (SEBI) and the relevant stock exchanges.
3. Even though the website can be accessed from anywhere in the world, the services
are only provided in areas where it is lawful to do so.
4. The service is not intended to be any form of an investment advertisement,
investment advice or investment information.
5. The service has not been registered under any securities law of any foreign country.
6. The information, analysis, research reports, etc. on the website are provided "as is"
and “as available” and Noodle is not liable for any errors or omissions in the same.
7. Noodle and its employees may invest in some or all of the securities discussed or
recommended in the market analysis, research reports, etc.
8. The content of the articles and the interpretation of data are solely the personal views
of the contributors. These do not reflect the views of Noodle.
9. Customers are advised to peruse the articles and other data only as preliminary
unverified information. They must rely on their own judgment, logic and reasoning when
making investment decisions.

20
8. Limitation of liability:
The contract must clearly mention that Noodle Ltd (and its
subsidiaries, affiliates, licensors etc) will not be liable to the customer for:
1. Access delays or interruptions to the Noodle web site.
2. The loss of registration or processing of an order.
3. The unauthorized use of the customer’s account with Noodle.
4. Deletion of, failure to store, or failure to process or act upon email messages sent by
customers to Noodle staff.
5. Errors taking place with regard to the processing of the customer’s orders.
6. Any direct, indirect, incidental, special consequential or exemplary damages incurred
by the customer pursuant of his use of the Noodle website.
7. Any loss of profit, any loss of goodwill or business reputation, any loss of data
suffered, cost of procurement of substitute goods or services, or other intangible loss
incurred by the customer pursuant of his use of the Noodle services.
8. Any loss or damage incurred by the customer as a result of relationship or
transactions with advertisers using the Noodle website.
9. Changes in or cessation of the Noodle services.
10. Customer’s failure to keep his account information, passwords etc secure and
confidential.
11. Misrepresentation, falsification, deception or for any lack of availability of services
through the website.

9. Exclusion of warranties:
The contract must clearly mention that the customer expressly
understands and agrees that his use of the services is at his sole risk and that the
services are provided "as is" and “as available”. The contract must expressly disclaim all
warranties and conditions of any kind (express and implied).
It must also be mentioned clearly that Noodle (its subsidiaries, affiliates, licensors etc)
do not represent or warrant to that:
A) The Noodle services will meet the customer’s requirements,
B) The Noodle services will be uninterrupted, timely, and secure or free from error,
C) The information provided by or through the Noodle services will be accurate or
reliable, and
D) That defects in the operation or functionality of the Noodle services will be corrected.

8. Contract 4 – Online shopping agreement

Suppose Noodle Ltd wants to offer online shopping services to its
customers. Noodle would tie-up with manufacturers of books, toys, clothes etc and offer
their products for sale through its website. Some of the products could be stocked in
Noodle’s warehouses while others could be stocked with the manufacturers.
Additionally visitors can post reviews, comments, photos etc on the
Noodle website. Noodle would need to enter into a contract with all its potential

21
customers “before” they place an order for a product using Noodle services. This
contract must serve the following purposes:
1. Outline the scope of services provided by Noodle Ltd.
2. Restrict Noodle’s liabilities in case there is any defect in the products sold through the
Noodle website.
3. Outline the duties and obligations of the customer.
4. Grant suitable licence to the customer to use the Noodle website.
5. Restrict Noodle’s liabilities in case of loss or damage suffered by the customer as a
direct or indirect result of the Noodle website.
1. Customer’s relationship with Noodle:
The contract must specify that by using the Noodle website, the
customer becomes subject to the terms of a legal agreement between the customer and
Noodle. Customers must be informed that they must be of legal age to enter into the
contract.
2. Acceptance of the terms of the contract:
The contract must clearly lay down that a customer cannot use the
Noodle website unless he agrees with the terms of the contract. The customer can
usually indicate his acceptance by clicking on an “I Accept” link or checking an “ I
Accept” checkbox.
3. Copyright:
The contract should clearly that all content included on the Noodle
website, such as text, graphics, logos, button icons, images, audio clips, digital
downloads, data compilations, and software, is the property of Noodle Ltd.
4. Customers duties and obligations:
The contract should clearly lay down the duties and obligations of
the customer. Amongst others, the customer must:
1. Not overload Noodle’s systems.
2. Not download or modify the Noodle website.
3. Collect and use any product listings, descriptions, or prices.
4. Download or copy account information by data gathering and extraction tools.
5. Not frame or utilize framing techniques to enclose any trademark, logo, or other
proprietary information (including images, text, page layout, or form).
6. Not use any meta tags or any other "hidden text" utilizing Noodle’s name or
trademarks.
5. License from Noodle:
The contract should specify that Noodle is giving the customer a
limited, revocable, and nonexclusive right to create a hyperlink to the home page of
Noodle so long as the link does not portray Noodle, or its products or services in a false,
misleading, derogatory, or otherwise offensive matter. The contract must also specify
that Noodle is giving the customer a personal, worldwide, royalty-free, non-assignable
and non-exclusive license to use the software provided as part of the Noodle website.
The contract must clarify that this license is for the sole purpose of
enabling the customer to use the Noodle website. The contract must forbid the
customer from the following acts in respect of the said software:
1. Copying,
2. Modifying,

22
3. Creating a derivative work of,
4. Reverse engineering,
5. Decompiling or otherwise attempting to extract the source code.
The contract must mention that the customer cannot assign, sub-license or transfer his
rights to use the Noodle software.
6. Reviews and comments:
The contract should clearly mention that the reviews, comments,
photos etc posted by customers should not be illegal, obscene, threatening, defamatory,
invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third
parties.
It should also be mentioned that such content should not consist of or contain software
viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or
any form of "spam."
It should also be stated that a customer who posts content grants to
Noodle Ltd nonexclusive, royalty-free, perpetual, irrevocable, and fully sub licensable
right to use, reproduce, modify, adapt, publish, translate, create derivative works from,
distribute, and display such content throughout the world in any media.
The contract must also state that the customer posting the content
indemnifies Noodle against all legal action and claims resulting from the said content
7. Risk of loss:
Noodle has a shipping contract with various courier companies to
deliver the products to the customers. The contract should clearly state that once the
products are handed over to the courier company, Noodle’s liability ends.
8. Pricing:
The contract should clarify how the prices listed on the Noodle
website are computed. The various options could be:
1. The listed price represents the full retail price listed on the product itself,
2. The listed price is suggested by the manufacturer or supplier,
3. The listed price is estimated in accordance with standard industry practice,
4. The listed price is estimated in accordance with the estimated retail value for a
comparably featured item offered elsewhere.
9. Prohibitions:
The contract must specifically prohibit the following:
1. Using "deep-link", "page-scrape", "robot", "spider" etc to access, acquire, copy or
monitor any portion of the service.
2. Reproducing the navigational structure or presentation of the service.
3. Circumventing the navigational structure or presentation of the service.
4. Attempting to gain unauthorized access to any portion or feature of the service.
5. Harvesting or collecting user names, email addresses or other member identification
information.
6. Probing, scanning or testing the vulnerability of the service.
7. Tracing information relating to other users.
8. Agreeing not to use any device, software or routine to interfere or attempt to interfere
with the proper working of the service or any transaction being conducted on the
service, or with any other person's use of the service.
9. Using the service for any unlawful purpose.

23
10. Applicable Law:
The contract should mention the city / state and country whose law
will prevail in this contract. The courts having exclusive jurisdiction over the disputes
should also be mentioned. Conditions relating to arbitration of disputes may also be
mentioned.

11. Limitation of liability:

The contract must clearly mention that Noodle Ltd (and its subsidiaries, affiliates,
licensors etc) will not be liable to the customer for:
1. Access delays or interruptions to the Noodle web site.
2. The loss of registration or processing of an order.
3. The unauthorized use of the customer’s account with Noodle.
4. Deletion of, failure to store, or failure to process or act upon email messages sent by
customers to Noodle staff.
5. Errors taking place with regard to the processing of the customer’s orders.
6. Any direct, indirect, incidental, special consequential or exemplary damages incurred
by the customer pursuant of his use of the Noodle website.
7. Any loss of profit, any loss of goodwill or business reputation, any loss of data
suffered, cost of procurement of substitute goods or services, or other intangible loss
incurred by the customer pursuant of his use of the Noodle services.
8. Any loss or damage incurred by the customer as a result of relationship or
transactions with advertisers using the Noodle website.
9. Changes in or cessation of the Noodle services.
10. Customer’s failure to keep his account information, passwords etc secure and
confidential.

12. Exclusion of warranties:

The contract must clearly mention that the customer expressly
understands and agrees that his use of the services is at his sole risk and that the
services are provided "as is" and “as available”. The contract must expressly disclaim all
warranties and conditions of any kind(express and implied).
It must also be mentioned clearly that Noodle (its subsidiaries, affiliates, licensors etc)
do not represent or warrant to that:
1. The Noodle services will meet the customer’s requirements,
2. The Noodle services will be uninterrupted, timely, and secure or free from error,
3. The information provided by or through the Noodle services will be accurate or
reliable, and
4. That defects in the operation or functionality of the Noodle services will be corrected.
13. Ending the relationship between Noodle and the customer:
The contract must lay down that the customer can terminate the
contract by closing his accounts with Noodle. Noodle must retain the right to terminate
the contract under the following circumstances:
1. The customer breaches any provision of the contract.
2. The customer acts in a manner that clearly shows his intention to breach a provision
of the contract.
3. Noodle is required by law to terminate the contract.

24
4. The provision of the services to the customer is no longer commercially viable.

9. CONCLUSION:

E-contracts are well suited to facilitate the re-engineering of

business processes occurring at many firms involving a composite of technologies,
processes, and business strategies that aids the instant exchange of information. The e-
contracts have their own merits and demerits. On the one hand they reduce costs,
saves time, fasten customer response and improve service quality by reducing paper
work, thus increasing automation. With this, E-commerce is expected to improve the
productivity and competitiveness of participating businesses by providing
unprecedented access to an on-line global market place with millions of customers and
thousands of products and services. On the other hand, since in electronic contract, the
proposal focuses not on humans who make decisions on specific transactions, but on
how risk should be structured in an automated environment. Therefore the object is to
create default rules for attributing a message to a party so as to avoid any fraud and
discrepancy in the contract.

10. BIBILOGRAPHY
1. S.V JOGA RAO
COMPUTER CONTRACTS AND INFORMATION TECHNOLOGY LAW
2nd Edition 2005
WADHWA COMPANY NAGPUR
NEW DELHI.

2. http://www.asianlaws.org/library/cyber-laws/electronic-contracts
www.asianlaws.org
Date: 01:03:2010 Time: 01.0clock

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