(a. Except as otherwise provided in this section, after rightful refusal or revocation of acceptance of a copy, the following rules apply:
(1. If the refusing party rightfully cancels the contract, § 59.1-508.2 applies and all contractual use terms continue.
(2. If the contract is not canceled, the parties remain bound by all contractual obligations.
(b. On rightful refusal or revocation of acceptance of a copy, the following rules apply to the extent consistent with § 59.1-508.2:
(1. Any use, sale, display, performance, or transfer of the copy or information it contains, or any failure to comply with a contractual use term, is a breach of contract. The licensee shall pay the licensor the reasonable value of any use. However, use for a limited time within contractual use terms is not a breach, and is not an acceptance under § 59.1-506.9 (a) (5), if it:
(A. occurs after the tendering party is seasonably notified of refusal;
(B. is not for distribution and is solely part of measures reasonable under the circumstances to avoid or reduce loss; and
(C. is not contrary to instructions concerning disposition of the copy received from the party in breach.
(A. deliver the copy and all copies made of it, all access materials, and documentation pertaining to the refused information to the tendering party or hold them with reasonable care for a reasonable time for disposal at that party’s instructions; and
(B. follow reasonable instructions of the tendering party for returning or delivering copies, access material, and documentation, but instructions are not reasonable if the tendering party does not arrange for payment of or reimbursement for reasonable expenses of complying with the instructions.
(3. If the tendering party does not give instructions within a reasonable time after being notified of refusal, the refusing party, in a reasonable manner to reduce or avoid loss, may store the copies, access material, and documentation for the tendering party’s account or ship them to the tendering party and is entitled to reimbursement for reasonable costs of storage and shipment.
(4. Both parties remain bound by all contractual use terms that would have been enforceable had the performance not been refused.
(5. In complying with this section, the refusing party shall act in good faith. Conduct in good faith under this section is not acceptance or conversion and may not be a ground for an action for damages under the contract.
History
2000, cc. 101, 996.
