UCC2BUniform Commercial Code, Article 2B (software licensing rules)
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The paradigmatic transaction of UCC2B is a license, that is, a limited transfer of rights to use information on stated terms and conditions.
The problem is that UCC2B would validate mass market as well as negotiated licenses for information as long as a consumer has manifested token assent to the license by such acts as clicking "I agree" or loading the information onto a computer after an opportunity to review the often lengthy and sometimes incomprehensible terms of the license.
Only if the terms of a license are "unconscionable" (shockingly oppressive) will UCC2B refuse to enforce them.
One of Microsoft's licensing officials, Robert Gomulkiewicz, has put the new paradigm of UCC2B succinctly: "The product is the license." (Think how weird it sounds to say, "let's go and shop for some licenses.")
In the new world order of UCC2B, you get what you pay for.
The Clash Between UCC2B and Intellectual Property Policy
The current draft of UCC2B would enforce such disclaimers.
The drafters of UCC2B section 2B-716 regard the standards for invoking technical self-help to be so demanding, and the risks of liability for wrongly exercising self-help to be so great, that companies will be extremely cautious about using this remedy except in truly egregious cases.
The beauty of technical self-help under UCC2B is that a licensor needn't hack into its licensee's computer to exercise it.
However, some companies are disturbed about the technical self-help provision of UCC2B. Barney Kantar, a software purchasing manager for DuPont, commented: "[T]he balance of harm to be done via exercise of a self-help remedy is so overwhelmingly against the licensee, that the mere threat of its use puts the licensee in an unfair position.
An important difference between UCC2B and self-help by secured creditors is that the only thing the latter is authorized to seize is the collateral designated in the security agreement.
The technical self-help provision of UCC2B is one of a number of provisions that, if adopted, would substantially change the legal rights and responsibilities of producers and consumers of digital information products.