Legal Question in Technology Law in California

Nope, nice try. No self-respecting lawyer is going to give you a free opinion on this matter. Try getting a lawyer for at least a $500 fee to review the contract.

Although electronic exchanges of contract terms often can be as binding as though written out in longhand with a quill pen and signed before a notary with a wax seal affixed, certain contract formalities must still be observed. One of the requirements is "a meeting of the minds" on the major terms and conditions.

There are some conflicting rules and policies in your particular situation. On the one hand, electronic delivery of contract terms is permissible; a party to a contract is presumed to have read the contract; and the other party here seems to have accepted the benefits of a contract. These point to formation of an enforceable contract.

On the other hand, in California at least, our Supreme Court has set forth a judicial policy that certain contracts containing "fine print" provisions that the party that didn't write the contract had no reason to expect are invalid as so-called "contracts of adhesion," and I believe there is some law limiting the effect of those "boxtop licenses" that are printed on software packages.

As Ms. Grosse (who is not licensed in California) points out, this is a question that really requires reading the alleged "contract" and the means by which it was delivered, knowing the sophistication and experience of the customer, and doing some research on decisions involving similar facts and issues. I would guess that the particular contract terms in question here might be enforced if they were both fair and somewhat standard in your industry, and the customer is not an inexperienced, unwary consumer. Otherwise, maybe not, but it's a close call either way.