Licence to bill

Software licensing has undergone a lot of changes this year, but perhaps it’s time for one more: rewrite the “”I accept”” button at the end of an agreement to “”Last chance.””

Maybe then enterprise customers would grasp the step they are about to take, and how difficult it would be to back

out of their commitments. Their relationship with the vendor may radically change by the time the licence expires. They may end up paying much more the next time around. Or, if they don’t fully understand the agreement and fail to obey it in its entirety, software vendors could remotely disable their computers.

This last eventuality has been the rallying point for changes to a package of e-commerce rules in the United States. The rules are called the Uniform Computer Information Transactions Act (UCITA), and were developed by a group of about 300 lawyers, judges and professors. They only become laws after they pass through legislative bodies at the state level. As with any efforts to regulate the powers of vendors over their customers, there are some groups who think UCITA places some necessary limits on the vendors. Other consumer advocacy groups say they don’t go far enough.

The debate is almost irrelevant, however, because the U.S. seems so slow in creating laws around UCITA that by the time changes are made — as they were earlier this week — the various state laws are out of date. So far, only Virginia and Maryland have UCITA-based laws, and neither of them have announced any plans to amend them.

The whole mixed-up process sounds oh-so-Canadian, doesn’t it? Unfortunately, we’re not even as far as the states are. I went on a hunt for any Canadian legislature that came close to addressing the kind of scenarios envisioned under UCITA. The best I came up with was Uniform Electronic Commerce Act, but this primarily sets out rules for governing the retention of information and the communication of electronic documents. At least, as far as I could tell; after wading through it with a layman’s knowledge of legislative vocabulary, it didn’t seem to have the scope of the American rules (I’ll never make a lawyer joke again.) The one thing the two documents do have in common is their process through sub-levels of government. In this case, the Uniform Electronic Commerce Act has been legislated in Ontario, Nova Scotia and the Yukon since its adoption by the Uniform Law Conference of Canada in 1999.

Just to be sure, I consulted a Toronto-based law firm we’ve turned to on occasion for expertise in IT-related laws. Two lawyers later, I was told Canada has accomplished nothing on this front. “”You could probably turn to some existing commercial laws,”” one lawyer offered.

That’s true, but we all know that there are differences in the way these agreements are transmitted, collected and — especially in the case of software licences — enforced. Like our country’s efforts to protect personal privacy, we seem to fall into a pattern where a federal law is created that barely covers the basics, leaving it up to the provinces to hash out policies that can deal with the day-to-day realties of most businesses and citizens. As with UCITA, there’s no consistency in the rules binding companies that operate across continents, not just states and provinces.

We’re not going to be able to overhaul the legislative system just so we can expedite the introduction of e-commerce laws, but there should be more concern to get the wheels in motion before software companies feel free to shut down systems at will. I ask the industry: Are you sure this isn’t something that should be on your agenda? Last chance . . .

sschick@itbusiness.ca

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