2006 Code of Virginia § 59.1-507.6 - Copy; duties upon rightful refusal

59.1-507.6. Copy; duties upon rightful refusal.

(a) Except as otherwise provided in this section, after rightful refusal orrevocation of acceptance of a copy, the following rules apply:

(1) If the refusing party rightfully cancels the contract, 59.1-508.2applies and all contractual use terms continue.

(2) If the contract is not canceled, the parties remain bound by allcontractual obligations.

(b) On rightful refusal or revocation of acceptance of a copy, the followingrules apply to the extent consistent with 59.1-508.2:

(1) Any use, sale, display, performance, or transfer of the copy orinformation it contains, or any failure to comply with a contractual useterm, is a breach of contract. The licensee shall pay the licensor thereasonable value of any use. However, use for a limited time withincontractual 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 underthe circumstances to avoid or reduce loss; and

(C) is not contrary to instructions concerning disposition of the copyreceived from the party in breach.

(2) A party that refuses a copy shall:

(A) deliver the copy and all copies made of it, all access materials, anddocumentation pertaining to the refused information to the tendering party orhold them with reasonable care for a reasonable time for disposal at thatparty's instructions; and

(B) follow reasonable instructions of the tendering party for returning ordelivering copies, access material, and documentation, but instructions arenot reasonable if the tendering party does not arrange for payment of orreimbursement for reasonable expenses of complying with the instructions.

(3) If the tendering party does not give instructions within a reasonabletime after being notified of refusal, the refusing party, in a reasonablemanner to reduce or avoid loss, may store the copies, access material, anddocumentation for the tendering party's account or ship them to the tenderingparty and is entitled to reimbursement for reasonable costs of storage andshipment.

(4) Both parties remain bound by all contractual use terms that would havebeen enforceable had the performance not been refused.

(5) In complying with this section, the refusing party shall act in goodfaith. Conduct in good faith under this section is not acceptance orconversion and may not be a ground for an action for damages under thecontract.

(2000, cc. 101, 996.)