Spyware Out of the News and Into the Congress

Most of you know “spyware” as pesky programs that install themselves on your computer – often tacked on to programs you intend to install – that do everything from tracking online browsing habits to stealing passwords and getting at sensitive data on your computer. But what about those programs that automatically download and patch your software or update your anti-virus definitions, or cookies that enable sites you visit to recognize you and customize your experience? Of course, you have also heard of “adware” -programs that trigger the delivery of online advertising (did I say pop-ups?) that target consumer preferences and activities.

Confused by the distinctions and attempts to sort out the definitions? There is clearly a legislative drive to prohibit programs from being installed on consumers’ computers without consent or knowledge and at least three spyware bills are winding their way through the U.S. Congress. Although it is unlikely a bill could reconcile the differences and reach the President for signature this session, there is clearly impetus to “do something,” and interests on all sides are lining up to shape the contours of legislation so as not to do away with all those “good” programs!

Confused about the definitions or worried Congress might get it wrong—or just wondering who cares? Pay attention. Much of the utility and appeal of the Internet is interactivity. Browsers and websites interact. Navigational tools and features which make browsing more efficient, reduce time, and provide a more customized – thus more useful—experience, are based on useful programs working in the background and which are helpful and desirable, if properly used—”properly” being the operative issue. If worded too broadly, legislation could prohibit tools that make sense. Imagine every advertiser, website owner, merchant and search engine being required go to every user with a new consent (“opt-in”) form! How will legislation be enforced if the website owner is in another jurisdiction? Need to follow this issue? Want to know more? Want to your voice heard? Call Rimon—we can help.

Online Contracts Are Valid (Everyone Knows That) – So Why More Litigation?

Only a few years ago, risk managers were concerned whether ‘click wrap’ or online contracts would create enforceable contracts. With laws and court cases over the years, the issue has been reasonably settled. They are. But the focus of recent cases has turned to the details—how is effective notice given online? Are there clauses or terms that require prominence to be enforceable? How can we determine if online formalities are sufficient for legal purposes? What about mandatory arbitration clauses? Are choice of law or choice of forum clauses enforceable? Are the assents necessary to waive one’s right to a jury trial or cut short the statute of limitations, the same as those prohibiting use of the website for illegal purposes? Can you bind a user browsing on the Internet to the terms of use when a website simply says “by browsing or visiting this site you must, and you agree to, comply with and be bound by our terms of use”? Do you always need the “I Agree” assent generally ascribed to contract formation. The answers are: it depends. Big surprise from a lawyer, right?

In general, common sense helps when creating online contracts (hiring a knowledgeable Rimon lawyer is good common sense). Ask some simple questions: (a) is your notice of terms reasonable and conspicuous, and can it be bypassed? (b) how do you know if a customer has agreed to your terms – by browsing, by clicking a link or by entering particular words of assent? (c) do the users have a choice if they don’t want to be bound by the terms – is it clear what they should do or not do? (d) are there laws that apply to your business, your industry or in jurisdictions you do business, that relate to online contracts? (e) is there a means to modify, terminate or otherwise alter the agreement—how will the customer know? and (f) keep records.

Some simple principles, but as you can appreciate, often easier to list in an outline than carry out in practice. And there are more. The cost of failure or noncompliance is high. Need to get it right? Call Rimon—we’ll help.

Outsourcing: NJ Governor Signs Executive Order

Outgoing New Jersey Governor James E. McGreevey signed Executive Order No. 129 requiring vendors seeking contracts with New Jersey State agencies to disclose any foreign countries in which the services are to be performed, and prohibits awarding such a contract unless there is no comparable domestic service, failing to use the vendor would cause economic hardship in New Jersey or would not be in the public interest for some reason. Excluded from the Executive Order are contracts with New Jersey’s public institutions of higher education, when the contract is for academic instruction, educational or research services.