Legal Question in Technology Law in California
Contradictictive User Agreement?
I recently signed up for an online game and while reading the user agreement I came across a rather unusual statement. Below I have posted the final paragraph of the agreement. The statement that confuses me has been indented out of the main body. The paragraph then continues below.
''This Agreement constitutes the complete and exclusive agreement between Licensor and Recipient with respect to the subject matter hereof, and supersedes all prior and contemporaneous oral and written communications, proposals, representations, understandings and agreements not specifically incorporated herein.
No amendment of this Agreement shall be binding unless in writing and duly executed by an authorized representative of Licensor and Recipient.
This Agreement shall be construed and controlled by the substantive laws of the State of California, irrespective of its choice of laws principles. Recipient consents to exclusive jurisdiction and venue in the federal courts sitting in Los Angeles County, California�''
What exactly does that mean. My interpratation is that it says ''this is not a binding contract unless it is signed in writing by representitives of each party''
2 Answers from Attorneys
Re: Contradictictive User Agreement?
Nope. It means that no *change* to the agreement will be binding unless both parties "execute" it. Execution of a document is not necessarily done by signature, though that is the usual way.
The agreement itself is binding upon you once you accept it. If you read through the document, it probably says that you accept its terms by playing the game.
Re: Contradictictive User Agreement?
I see no contradiction. You must distinguish the contract itself from future modifications to it. The language you quote requires only that future modification be executed by or for each party. The contract itself becomes binding and effective when accepted by you, and whatever constitutes acceptance by you is probably set forth somewhere else in the contract.
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