§ 26-2-8-104 — Agreement to conduct transaction electronically; variation by agreement

Indiana § 26-2-8-104

• Jurisdiction: Indiana
• Title 26: COMMERCIAL LAW
• Art. 2: COMMERCIAL TRANSACTIONS
• Ch. 8: Uniform Electronic Transactions Act

Text

(a) This chapter does not require that a
record or signature be created, generated, sent, communicated,
received, stored, or otherwise processed or used by electronic means or
in electronic form.
(b) This chapter only applies to transactions between parties each of
which has agreed to conduct transactions electronically. An agreement
to conduct transactions electronically is determined from the context
and surrounding circumstances, including the parties' conduct. A
constituent of a business entity and a business entity are presumed to
have agreed to conduct organic actions electronically unless and to the
extent:
(1) the governing documents of the business entity limit or
prohibit, in whole or in part, the use of electronic signatures,
electronic records, or both; or
(2) the business entity expressly states the method, means, or
requirement by which a constituent may respond to or participate
in any organic action, including imposing a requirement that
participants use a specific form of writing, record, or signature.
Unless and to the extent limited or prohibited in the governing
documents of a business entity, any electronic record or electronic
signature to be sent to a constituent is properly sent if sent in the
manner and to the electronic address or other means of receipt
designated by the constituent to receive the electronic record or
electronic signature as shown in the current records of the business
entity. If the electronic record is a notice, it is effective when sent.
Unless and to the extent limited or prohibited, any electronic record or
electronic signature sent by a constituent to a business entity shall be
considered properly sent if it is sent in a manner designated by the
business entity to an electronic address or other location designated by
the business entity in a publication or notice provided by the business
entity to the constituent. If the electronic record is a notice, it is
effective upon receipt. The publication or notice may be included in the
governing documents of the business entity, may be communicated to
the constituent in writing, or may be transmitted by any other means
selected by the business entity that is reasonably likely to convey the
information to the constituent. A constituent or business entity may
revoke or change any instruction regarding the manner, electronic
address, or means of receipt the person requires for electronic records
or electronic signatures by sending notice of the change and the
corresponding new information.
(c) If a party agrees to conduct a transaction electronically, this
chapter does not prohibit the party from refusing to conduct other
transactions electronically. This subsection may not be varied by
agreement.
(d) Except as otherwise provided in this chapter, the effect of any
provision of this chapter may be varied by agreement. The presence in
certain provisions of this chapter of the words "unless otherwise
agreed", or words of similar import, does not imply that the effect of
other provisions may not be varied by agreement.
(e) Whether an electronic record or electronic signature has legal
consequences is determined by this chapter, if applicable, and
otherwise by other applicable law.

Legislative History

As added by P.L.62-2000, SEC.1. Amended by P.L.110-2008, SEC.11; P.L.133-2009, SEC.41.