ORS Chapter 84
Chapter 84 — ElectronicTransactions
2009 EDITION
ELECTRONICTRANSACTIONS
COMMERCIALTRANSACTIONS
UNIFORMELECTRONIC TRANSACTIONS ACT
84.001 Shorttitle
84.004 Definitions
84.007 Scope
84.010 Prospectiveapplication
84.013 Useof electronic records and electronic signatures; variation by agreement
84.016 Constructionand application
84.019 Legalrecognition of electronic records, electronic signatures and electroniccontracts
84.022 Provisionof information in writing; presentation of records
84.025 Attributionand effect of electronic record and electronic signature
84.028 Effectof change or error
84.031 Notarizationand acknowledgment
84.034 Retentionof electronic records; originals
84.037 Admissibilityin evidence
84.040 Automatedtransaction
84.043 Timeand place of sending and receipt
84.046 Transferablerecords
84.049 Creationand retention of electronic records and conversion of written records bygovernmental agencies
84.052 Acceptanceand distribution of electronic records by governmental agencies
84.055 Interoperability
84.058 Severabilityclause
84.061 Federalelectronic signatures law partially superseded
MISCELLANEOUSPROVISIONS
84.064 OregonDepartment of Administrative Services duties; rules
84.067 StateArchivist duties
84.070 Consumertransactions; consent to use of electronic records
UNIFORMELECTRONIC TRANSACTIONS ACT
84.001Short title.ORS 84.001 to 84.061 may be cited as the Uniform Electronic Transactions Act. [2001c.535 §1]
84.004Definitions.As used in ORS 84.001 to 84.061:
(1)“Agreement” means the bargain of the parties in fact, as found in theirlanguage or inferred from other circumstances and from rules, regulations andprocedures given the effect of agreements under laws otherwise applicable to aparticular transaction.
(2)“Automated transaction” means a transaction conducted or performed, in whole orin part, by electronic means or electronic records, in which the acts orrecords of one or both parties are not reviewed by an individual in theordinary course in forming a contract, performing under an existing contract orfulfilling an obligation required by the transaction.
(3)“Computer program” means a set of statements or instructions to be useddirectly or indirectly in an information processing system in order to bringabout a certain result.
(4)“Contract” means the total legal obligation resulting from the parties’agreement under ORS 84.001 to 84.061 and other applicable law.
(5)“Electronic” means relating to technology having electrical, digital, magnetic,wireless, optical, electromagnetic or similar capabilities.
(6)“Electronic agent” means a computer program or an electronic or other automatedmeans used independently to initiate an action or respond to electronic recordsor performances in whole or in part, without review or action by an individual.
(7)“Electronic record” means a record created, generated, sent, communicated,received or stored by electronic means.
(8)“Electronic signature” means an electronic sound, symbol or process attached toor logically associated with a record and executed or adopted by a person withthe intent to sign the record.
(9)“Governmental agency” means an executive, legislative or judicial agency,department, board, commission, authority, institution or instrumentality of thefederal government or of a state or of a county, municipality or otherpolitical subdivision of a state.
(10)“Information” means data, text, images, sounds, codes, computer programs,software, databases or the like.
(11)“Information processing system” means an electronic system for creating,generating, sending, receiving, storing, displaying or processing information.
(12)“Person” means an individual, corporation, business trust, partnership, limitedliability company, association, joint venture, governmental agency, publiccorporation or any other legal or commercial entity.
(13)“Record” means information that is inscribed on a tangible medium or that isstored in an electronic or other medium and is retrievable in perceivable form.
(14)“Security procedure” means a procedure employed for the purpose of verifyingthat an electronic signature, record or performance is that of a specificperson or for detecting changes or errors in the information in an electronicrecord. “Security procedure” includes a procedure that requires the use ofalgorithms or other codes, identifying words or numbers, encryption, orcallback or other acknowledgment procedures.
(15)“State” means a state of the United States, the District of Columbia, PuertoRico, the United States Virgin Islands or any territory or insular possessionsubject to the jurisdiction of the United States. “State” includes an Indiantribe or band or an Alaskan native village, which is recognized by federal law orformally acknowledged by a state.
(16)“Transaction” means an action or set of actions occurring between two or morepersons relating to the conduct of business, commercial or governmentalaffairs. [2001 c.535 §2; 2009 c.294 §10]
84.007Scope.(1) Except as otherwise provided in subsection (2) of this section, ORS 84.001to 84.061 apply to electronic records and electronic signatures relating to atransaction.
(2)ORS 84.001 to 84.061 do not apply to a transaction to the extent it is governedby:
(a)A law governing the creation and execution of wills, codicils or testamentarytrusts; or
(b)The Uniform Commercial Code other than ORS chapters 72 and 72A.
(3)ORS 84.001 to 84.061 apply to an electronic record or electronic signatureotherwise excluded from the application of ORS 84.001 to 84.061 undersubsection (2) of this section to the extent it is governed by a law other thanthose specified in subsection (2) of this section.
(4)A transaction subject to ORS 84.001 to 84.061 is also subject to otherapplicable substantive law. [2001 c.535 §3; 2009 c.181 §103]
84.010Prospective application. ORS 84.001 to 84.061 apply to any electronic recordor electronic signature created, generated, sent, communicated, received orstored on or after June 22, 2001. [2001 c.535 §4]
84.013Use of electronic records and electronic signatures; variation by agreement. (1) ORS 84.001to 84.061 do not require a record or signature to be created, generated, sent,communicated, received, stored or otherwise processed or used by electronicmeans or in electronic form.
(2)ORS 84.001 to 84.061 apply only to transactions between parties, each of whichhas agreed to conduct transactions by electronic means. Whether the partiesagree to conduct a transaction by electronic means is determined from thecontext and surrounding circumstances, including the parties’ conduct.
(3)A party that agrees to conduct a transaction by electronic means may refuse toconduct other transactions by electronic means. The right granted by thissubsection may not be waived by agreement.
(4)Except as otherwise provided in ORS 84.001 to 84.061, the effect of anyprovision of ORS 84.001 to 84.061 may be varied by agreement. The presence incertain provisions of ORS 84.001 to 84.061 of the words “unless otherwiseagreed,” or words of similar import, does not imply that the effect of otherprovisions of ORS 84.001 to 84.061 may not be varied by agreement.
(5)Whether an electronic record or electronic signature has legal consequences isdetermined by ORS 84.001 to 84.061 and other applicable law. [2001 c.535 §5]
84.016Construction and application. ORS 84.001 to 84.061 must be construedand applied:
(1)To facilitate electronic transactions consistent with other applicable law;
(2)To be consistent with reasonable practices concerning electronic transactionsand with the continued expansion of those practices; and
(3)To effectuate the general purpose of ORS 84.001 to 84.061 to make uniform thelaw with respect to the subject of ORS 84.001 to 84.061 among states enactingit. [2001 c.535 §6]
84.019Legal recognition of electronic records, electronic signatures and electroniccontracts.(1) A record or signature may not be denied legal effect or enforceabilitysolely because it is in electronic form.
(2)A contract may not be denied legal effect or enforceability solely because anelectronic record was used in its formation.
(3)If a law requires a record to be in writing, an electronic record satisfies thelaw.
(4)If a law requires a signature, an electronic signature satisfies the law. [2001c.535 §7]
84.022Provision of information in writing; presentation of records. (1) If partieshave agreed to conduct a transaction by electronic means and a law requires aperson to provide, send or deliver information in writing to another person,the requirement is satisfied if the information is provided, sent or delivered,as the case may be, in an electronic record capable of retention by therecipient at the time of receipt. An electronic record is not capable ofretention by the recipient if the sender or its information processing systeminhibits the ability of the recipient to print or store the electronic record.
(2)If a law other than ORS 84.001 to 84.061 requires a record (i) to be posted ordisplayed in a certain manner, (ii) to be sent, communicated or transmitted bya specified method, or (iii) to contain information that is formatted in acertain manner, the following rules apply:
(a)The record must be posted or displayed in the manner specified in the otherlaw.
(b)Except as otherwise provided in subsection (4)(b) of this section, the recordmust be sent, communicated or transmitted by the method specified in the otherlaw.
(c)The record must contain the information formatted in the manner specified inthe other law.
(3)If a sender inhibits the ability of a recipient to store or print an electronicrecord, the electronic record is not enforceable against the recipient.
(4)The requirements of this section may not be varied by agreement, but:
(a)To the extent a law other than ORS 84.001 to 84.061 requires information to beprovided, sent or delivered in writing but permits that requirement to bevaried by agreement, the requirement under subsection (1) of this section thatthe information be in the form of an electronic record capable of retention mayalso be varied by agreement; and
(b)A requirement under a law other than ORS 84.001 to 84.061 to send, communicateor transmit a record by first-class mail, postage prepaid may be varied byagreement to the extent permitted by the other law. [2001 c.535 §8]
84.025Attribution and effect of electronic record and electronic signature. (1) Anelectronic record or electronic signature is attributable to a person if it wasthe act of the person. The act of the person may be shown in any manner,including a showing of the efficacy of any security procedure applied todetermine the person to which the electronic record or electronic signature wasattributable.
(2)The effect of an electronic record or electronic signature attributed to aperson under subsection (1) of this section is determined from the context andsurrounding circumstances at the time of its creation, execution or adoption,including the parties’ agreement, if any, and otherwise as provided by law. [2001c.535 §9]
84.028Effect of change or error. If a change or error in an electronic record occursin a transmission between parties to a transaction, the following rules apply:
(1)If the parties have agreed to use a security procedure to detect changes orerrors and one party has conformed to the procedure, but the other party hasnot, and the nonconforming party would have detected the change or error hadthat party also conformed, the conforming party may avoid the effect of thechanged or erroneous electronic record.
(2)In an automated transaction involving an individual, the individual may avoidthe effect of an electronic record that resulted from an error made by theindividual in dealing with the electronic agent of another person if theelectronic agent did not provide an opportunity for the prevention orcorrection of the error and, at the time the individual learns of the error,the individual:
(a)Promptly notifies the other person of the error and that the individual did notintend to be bound by the electronic record received by the other person;
(b)Takes reasonable steps, including steps that conform to the other person’sreasonable instructions, to return to the other person or, if instructed by theother person, to destroy the consideration received, if any, as a result of theerroneous electronic record; and
(c)Has not used or received any benefit or value from the consideration, if any,received from the other person.
(3)If neither subsection (1) nor (2) of this section applies, the change or errorhas the effect provided by other law, including the law of mistake, and theparties’ contract, if any.
(4)Subsections (2) and (3) of this section may not be varied by agreement. [2001c.535 §10]
84.031Notarization and acknowledgment. If a law requires a signature or recordto be notarized, acknowledged, verified or made under oath, the requirement issatisfied if the electronic signature of the person authorized to perform thoseacts, together with all other information required to be included by otherapplicable law, is attached to or logically associated with the signature orrecord. [2001 c.535 §11]
84.034Retention of electronic records; originals. (1) If a law requires that arecord be retained, the requirement is satisfied by retaining an electronicrecord of the information in the record that:
(a)Accurately reflects the information set forth in the record after it was firstgenerated in its final form as an electronic record or otherwise; and
(b)Remains accessible for later reference.
(2)A requirement to retain a record in accordance with subsection (1) of thissection does not apply to any information the sole purpose of which is toenable the record to be sent, communicated or received.
(3)A person may satisfy subsection (1) of this section by using the services ofanother person if the requirements of subsection (1) of this section aresatisfied.
(4)If a law requires a record to be presented or retained in its original form, orprovides consequences if the record is not presented or retained in itsoriginal form, that law is satisfied by an electronic record retained inaccordance with subsection (1) of this section.
(5)If a law requires retention of a check, that requirement is satisfied byretention of an electronic record of the information on the front and back ofthe check in accordance with subsection (1) of this section.
(6)A record retained as an electronic record in accordance with subsection (1) ofthis section satisfies a law requiring a person to retain a record forevidentiary, audit or like purposes, unless a law enacted after June 22, 2001,specifically prohibits the use of an electronic record for the specifiedpurpose.
(7)This section does not preclude a governmental agency of this state fromspecifying additional requirements for the retention of a record subject to theagency’s jurisdiction. [2001 c.535 §12]
84.037Admissibility in evidence. In a proceeding, evidence of a record or signaturemay not be excluded solely because it is in electronic form. [2001 c.535 §13]
84.040Automated transaction. In an automated transaction, the following rulesapply:
(1)A contract may be formed by the interaction of electronic agents of theparties, even if no individual was aware of or reviewed the electronic agents’actions or the resulting terms and agreements.
(2)A contract may be formed by the interaction of an electronic agent and anindividual, acting on the individual’s own behalf or for another person,including by an interaction in which the individual performs actions that theindividual is free to refuse to perform and that the individual knows or hasreason to know will cause the electronic agent to complete the transaction orperformance.
(3)The terms of a contract are determined by the substantive law applicable to it.[2001 c.535 §14]
84.043Time and place of sending and receipt. (1) Unless otherwise agreed between thesender and the recipient, an electronic record is sent when it:
(a)Is addressed properly or otherwise directed properly to an informationprocessing system that the recipient has designated or uses for the purpose ofreceiving electronic records or information of the type sent and from which therecipient is able to retrieve the electronic record;
(b)Is in a form capable of being processed by that system; and
(c)Enters an information processing system outside the control of the sender or ofa person that sent the electronic record on behalf of the sender or enters aregion of the information processing system designated or used by the recipientand that is under the control of the recipient.
(2)Unless otherwise agreed between a sender and the recipient, an electronicrecord is received when:
(a)It enters an information processing system that the recipient has designated oruses for the purpose of receiving electronic records or information of the typesent and from which the recipient is able to retrieve the electronic record;and
(b)It is in a form capable of being processed by that system.
(3)Subsection (2) of this section applies even if the place the informationprocessing system is located is different from the place the electronic recordis deemed to be received under subsection (4) of this section.
(4)Unless otherwise expressly provided in the electronic record or agreed betweenthe sender and the recipient, an electronic record is deemed to be sent fromthe sender’s place of business and to be received at the recipient’s place ofbusiness. For purposes of this subsection, the following rules apply:
(a)If the sender or recipient has more than one place of business, the place ofbusiness of that person is the place having the closest relationship to theunderlying transaction.
(b)If the sender or the recipient does not have a place of business, the place ofbusiness is the sender’s or recipient’s residence, as the case may be.
(5)An electronic record is received under subsection (2) of this section even ifno individual is aware of its receipt.
(6)Receipt of an electronic acknowledgment from an information processing systemdescribed in subsection (2) of this section establishes that a record wasreceived but, by itself, does not establish that the content sent correspondsto the content received.
(7)If a person is aware that an electronic record purportedly sent undersubsection (1) of this section, or purportedly received under subsection (2) ofthis section, was not actually sent or received, the legal effect of thesending or receipt is determined by other applicable law. Except to the extentpermitted by the other law, the requirements of this subsection may not bevaried by agreement. [2001 c.535 §15]
84.046Transferable records.(1) As used in this section, “transferable record” means an electronic recordthat:
(a)Would be a note under ORS chapter 73 or a document under ORS chapter 77 if theelectronic record were in writing; and
(b)The issuer of the electronic record expressly has agreed is a transferablerecord.
(2)A person has control of a transferable record if a system employed forevidencing the transfer of interests in the transferable record reliablyestablishes that person as the person to which the transferable record wasissued or transferred.
(3)A system satisfies subsection (2) of this section, and a person is deemed tohave control of a transferable record, if the transferable record is created,stored and assigned in such a manner that:
(a)A single authoritative copy of the transferable record exists that is unique,identifiable and, except as otherwise provided in paragraphs (d), (e) and (f)of this subsection, unalterable;
(b)The authoritative copy identifies the person asserting control as:
(A)The person to which the transferable record was issued; or
(B)If the authoritative copy indicates that the transferable record has beentransferred, the person to which the transferable record was most recentlytransferred;
(c)The authoritative copy is communicated to and maintained by the personasserting control or its designated custodian;
(d)Copies or revisions that add or change an identified assignee of theauthoritative copy can be made only with the consent of the person assertingcontrol;
(e)Each copy of the