Virginia Code 59.1-506.11: Access contracts.
(a) If an access contract provides for access over a period of time, the following rules apply:
Terms Used In Virginia Code 59.1-506.11
- Access contract: means a contract to obtain by electronic means access to, or information from, an information processing system of another person, or the equivalent of such access. See Virginia Code 59.1-501.2
- Agreement: means the bargain of the parties in fact as found in their language or by implication from other circumstances, including course of performance, course of dealing, and usage of trade as provided in this chapter. See Virginia Code 59.1-501.2
- Computer: means an electronic device that accepts information in digital or similar form and manipulates it for a result based on a sequence of instructions. See Virginia Code 59.1-501.2
- Contract: A legal written agreement that becomes binding when signed.
- Contract: means the total legal obligation resulting from the parties' agreement as affected by this chapter and other applicable law. See Virginia Code 59.1-501.2
- Contractual use term: means an enforceable term that defines or limits the use, disclosure of, or access to licensed information or informational rights, including a term that defines the scope of a license. See Virginia Code 59.1-501.2
- Information: means data, text, images, sounds, mask works, or computer programs, including collections and compilations of them. See Virginia Code 59.1-501.2
- Informational rights: include all rights in information created under laws governing patents, copyrights, mask works, trade secrets, trademarks, publicity rights, or any other law that gives a person, independently of contract, a right to control or preclude another person's use of or access to the information on the basis of the rights holder's interest in the information. See Virginia Code 59.1-501.2
- Licensee: means a person entitled by agreement to acquire or exercise rights in, or to have access to or use of, computer information under an agreement to which this chapter applies. See Virginia Code 59.1-501.2
- Licensor: means a person obligated by agreement to transfer or create rights in, or to give access to or use of, computer information or informational rights in it under an agreement to which this chapter applies. See Virginia Code 59.1-501.2
- Person: means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, governmental subdivision, instrumentality, or agency, public corporation, or any other legal or commercial entity. See Virginia Code 59.1-501.2
(1) The licensee‘s rights of access are to the information as modified and made commercially available by the licensor from time to time during that period.
(2) A change in the content of the information is a breach of contract only if the change conflicts with an express term of the agreement.
(3) Unless it is subject to a contractual use term, information obtained by the licensee is free of any use restriction other than a restriction resulting from the informational rights of another person or other law.
(4) Access must be available:
(A) at times and in a manner conforming to the express terms of the agreement; and
(B) to the extent not expressly stated in the agreement, at times and in a manner reasonable for the particular type of contract in light of the ordinary standards of the business, trade, or industry.
(b) In an access contract that gives the licensee a right of access at times substantially of its own choosing during agreed periods, an occasional failure to have access available during those times is not a breach of contract if it is:
(1) consistent with ordinary standards of the business, trade, or industry for the particular type of contract; or
(2) caused by:
(A) scheduled downtime;
(B) reasonable needs for maintenance;
(C) reasonable periods of failure of equipment, computer programs, or communications; or
(D) events reasonably beyond the licensor’s control, and the licensor exercises such commercially reasonable efforts as the circumstances require.