ORS 84.001 to 84.061 may be cited as the
Uniform Electronic Transactions Act. [2001 c.535 §1]As used in ORS 84.001 to 84.061:
(1) “Agreement” means the bargain of the parties in fact, as found
in their language or inferred from other circumstances and from rules,
regulations and procedures given the effect of agreements under laws
otherwise applicable to a particular transaction.
(2) “Automated transaction” means a transaction conducted or
performed, in whole or in part, by electronic means or electronic
records, in which the acts or records of one or both parties are not
reviewed by an individual in the ordinary course in forming a contract,
performing under an existing contract or fulfilling an obligation
required by the transaction.
(3) “Computer program” means a set of statements or instructions to
be used directly or indirectly in an information processing system in
order to bring about 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 automated means used independently to initiate an action or respond
to electronic records or 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 to or logically associated with a record and executed or
adopted by a person with the intent to sign the record.
(9) “Governmental agency” means an executive, legislative or
judicial agency, department, board, commission, authority, institution or
instrumentality of the federal government or of a state or of a county,
municipality or other political 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,
estate, trust, partnership, limited liability company, association, joint
venture, governmental agency, public corporation or any other legal or
commercial entity.
(13) “Record” means information that is inscribed on a tangible
medium or that is stored in an electronic or other medium and is
retrievable in perceivable form.
(14) “Security procedure” means a procedure employed for the
purpose of verifying that an electronic signature, record or performance
is that of a specific person or for detecting changes or errors in the
information in an electronic record. “Security procedure” includes a
procedure that requires the use of algorithms or other codes, identifying
words or numbers, encryption, or callback or other acknowledgment
procedures.
(15) “State” means a state of the United States, the District of
Columbia, Puerto Rico, the United States Virgin Islands or any territory
or insular possession subject to the jurisdiction of the United States.
“State” includes an Indian tribe or band or an Alaskan native village,
which is recognized by federal law or formally acknowledged by a state.
(16) “Transaction” means an action or set of actions occurring
between two or more persons relating to the conduct of business,
commercial or governmental affairs. [2001 c.535 §2] (1) Except as otherwise provided in subsection (2) of
this section, ORS 84.001 to 84.061 apply to electronic records and
electronic signatures relating to a transaction.
(2) ORS 84.001 to 84.061 do not apply to a transaction to the
extent it is governed by:
(a) A law governing the creation and execution of wills, codicils
or testamentary trusts; or
(b) The Uniform Commercial Code other than ORS 71.1070 and 71.2060
and ORS chapters 72 and 72A.
(3) ORS 84.001 to 84.061 apply to an electronic record or
electronic signature otherwise excluded from the application of ORS
84.001 to 84.061 under subsection (2) of this section to the extent it is
governed by a law other than those specified in subsection (2) of this
section.
(4) A transaction subject to ORS 84.001 to 84.061 is also subject
to other applicable substantive law. [2001 c.535 §3]ORS 84.001 to 84.061 apply to any
electronic record or electronic signature created, generated, sent,
communicated, received or stored on or after June 22, 2001. [2001 c.535
§4](1) ORS 84.001 to 84.061 do not require a record
or signature to be created, generated, sent, communicated, received,
stored or otherwise processed or used by electronic means or in
electronic form.
(2) ORS 84.001 to 84.061 apply only to transactions between
parties, each of which has agreed to conduct transactions by electronic
means. Whether the parties agree to conduct a transaction by electronic
means is determined from the context and surrounding circumstances,
including the parties’ conduct.
(3) A party that agrees to conduct a transaction by electronic
means may refuse to conduct other transactions by electronic means. The
right granted by this subsection may not be waived by agreement.
(4) Except as otherwise provided in ORS 84.001 to 84.061, the
effect of any provision of ORS 84.001 to 84.061 may be varied by
agreement. The presence in certain provisions of ORS 84.001 to 84.061 of
the words “unless otherwise agreed,” or words of similar import, does not
imply that the effect of other provisions of ORS 84.001 to 84.061 may not
be varied by agreement.
(5) Whether an electronic record or electronic signature has legal
consequences is determined by ORS 84.001 to 84.061 and other applicable
law. [2001 c.535 §5]ORS 84.001 to 84.061 must be
construed and applied:
(1) To facilitate electronic transactions consistent with other
applicable law;
(2) To be consistent with reasonable practices concerning
electronic transactions and with the continued expansion of those
practices; and
(3) To effectuate the general purpose of ORS 84.001 to 84.061 to
make uniform the law with respect to the subject of ORS 84.001 to 84.061
among states enacting it. [2001 c.535 §6](1) A record or signature may not be
denied legal effect or enforceability solely because it is in electronic
form.
(2) A contract may not be denied legal effect or enforceability
solely because an electronic record was used in its formation.
(3) If a law requires a record to be in writing, an electronic
record satisfies the law.
(4) If a law requires a signature, an electronic signature
satisfies the law. [2001 c.535 §7](1) If parties have agreed to conduct a transaction by
electronic means and a law requires a person 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 the recipient at the time of
receipt. An electronic record is not capable of retention by the
recipient if the sender or its information processing system inhibits 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 or displayed in a certain manner, (ii) to be sent,
communicated or transmitted by a specified method, or (iii) to contain
information that is formatted in a certain manner, the following rules
apply:
(a) The record must be posted or displayed in the manner specified
in the other law.
(b) Except as otherwise provided in subsection (4)(b) of this
section, the record must be sent, communicated or transmitted by the
method specified in the other law.
(c) The record must contain the information formatted in the manner
specified in the other law.
(3) If a sender inhibits the ability of a recipient to store or
print an electronic record, 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 be provided, sent or delivered in writing but permits that
requirement to be varied by agreement, the requirement under subsection
(1) of this section that the information be in the form of an electronic
record capable of retention may also be varied by agreement; and
(b) A requirement under a law other than ORS 84.001 to 84.061 to
send, communicate or transmit a record by first-class mail, postage
prepaid may be varied by agreement to the extent permitted by the other
law. [2001 c.535 §8](1) An electronic record or electronic signature is
attributable to a person if it was the 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 to determine the person to which the
electronic record or electronic signature was attributable.
(2) The effect of an electronic record or electronic signature
attributed to a person under subsection (1) of this section is determined
from the context and surrounding circumstances at the time of its
creation, execution or adoption, including the parties’ agreement, if
any, and otherwise as provided by law. [2001 c.535 §9] If a change or error in an
electronic record occurs in 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 or errors and one party has conformed to the procedure,
but the other party has not, and the nonconforming party would have
detected the change or error had that party also conformed, the
conforming party may avoid the effect of the changed or erroneous
electronic record.
(2) In an automated transaction involving an individual, the
individual may avoid the effect of an electronic record that resulted
from an error made by the individual in dealing with the electronic agent
of another person if the electronic agent did not provide an opportunity
for the prevention or correction 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 not intend to be bound by the electronic record received
by the other person;
(b) Takes reasonable steps, including steps that conform to the
other person’s reasonable instructions, to return to the other person or,
if instructed by the other person, to destroy the consideration received,
if any, as a result of the erroneous 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 error has the effect provided by other law, including the law
of mistake, and the parties’ contract, if any.
(4) Subsections (2) and (3) of this section may not be varied by
agreement. [2001 c.535 §10] If a law requires a
signature or record to be notarized, acknowledged, verified or made under
oath, the requirement is satisfied if the electronic signature of the
person authorized to perform those acts, together with all other
information required to be included by other applicable law, is attached
to or logically associated with the signature or record. [2001 c.535 §11] (1) If a law
requires that a record be retained, the requirement is satisfied by
retaining an electronic record of the information in the record that:
(a) Accurately reflects the information set forth in the record
after it was first generated 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 this section does not apply to any information the sole purpose of
which is to enable the record to be sent, communicated or received.
(3) A person may satisfy subsection (1) of this section by using
the services of another person if the requirements of subsection (1) of
this section are satisfied.
(4) If a law requires a record to be presented or retained in its
original form, or provides consequences if the record is not presented or
retained in its original form, that law is satisfied by an electronic
record retained in accordance with subsection (1) of this section.
(5) If a law requires retention of a check, that requirement is
satisfied by retention of an electronic record of the information on the
front and back of the check in accordance with subsection (1) of this
section.
(6) A record retained as an electronic record in accordance with
subsection (1) of this section satisfies a law requiring a person to
retain a record for evidentiary, audit or like purposes, unless a law
enacted after June 22, 2001, specifically prohibits the use of an
electronic record for the specified purpose.
(7) This section does not preclude a governmental agency of this
state from specifying additional requirements for the retention of a
record subject to the agency’s jurisdiction. [2001 c.535 §12] In a proceeding, evidence of a
record or signature may not be excluded solely because it is in
electronic form. [2001 c.535 §13] In an automated transaction, the
following rules apply:
(1) A contract may be formed by the interaction of electronic
agents of the parties, 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 an individual, acting on the individual’s own behalf or for
another person, including by an interaction in which the individual
performs actions that the individual is free to refuse to perform and
that the individual knows or has reason to know will cause the electronic
agent to complete the transaction or performance.
(3) The terms of a contract are determined by the substantive law
applicable to it. [2001 c.535 §14] (1) Unless otherwise
agreed between the sender and the recipient, an electronic record is sent
when it:
(a) Is addressed properly or otherwise directed properly to an
information processing system that the recipient has designated or uses
for the purpose of receiving electronic records or information of the
type sent and from which the recipient 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 of a person that sent the electronic record on behalf of
the sender or enters a region of the information processing system
designated or used by the recipient and that is under the control of the
recipient.
(2) Unless otherwise agreed between a sender and the recipient, an
electronic record is received when:
(a) It enters an information processing system that the recipient
has designated or uses for the purpose of receiving electronic records or
information of the type sent 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
information processing system is located is different from the place the
electronic record is deemed to be received under subsection (4) of this
section.
(4) Unless otherwise expressly provided in the electronic record or
agreed between the sender and the recipient, an electronic record is
deemed to be sent from the sender’s place of business and to be received
at the recipient’s place of business. For purposes of this subsection,
the following rules apply:
(a) If the sender or recipient has more than one place of business,
the place of business of that person is the place having the closest
relationship to the underlying transaction.
(b) If the sender or the recipient does not have a place of
business, the place of business 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 if no individual is aware of its receipt.
(6) Receipt of an electronic acknowledgment from an information
processing system described in subsection (2) of this section establishes
that a record was received but, by itself, does not establish that the
content sent corresponds to the content received.
(7) If a person is aware that an electronic record purportedly sent
under subsection (1) of this section, or purportedly received under
subsection (2) of this section, was not actually sent or received, the
legal effect of the sending or receipt is determined by other applicable
law. Except to the extent permitted by the other law, the requirements of
this subsection may not be varied by agreement. [2001 c.535 §15] (1) As used in this section,
“transferable record” means an electronic record that:
(a) Would be a note under ORS chapter 73 or a document under ORS
chapter 77 if the electronic record were in writing; and
(b) The issuer of the electronic record expressly has agreed is a
transferable record.
(2) A person has control of a transferable record if a system
employed for evidencing the transfer of interests in the transferable
record reliably establishes that person as the person to which the
transferable record was issued or transferred.
(3) A system satisfies subsection (2) of this section, and a person
is deemed to have 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 been transferred, the person to which the transferable record
was most recently transferred;
(c) The authoritative copy is communicated to and maintained by the
person asserting control or its designated custodian;
(d) Copies or revisions that add or change an identified assignee
of the authoritative copy can be made only with the consent of the person
asserting control;
(e) Each copy of the authoritative copy and any copy of a copy is
readily identifiable as a copy that is not the authoritative copy; and
(f) Any revision of the authoritative copy is readily identifiable
as authorized or unauthorized.
(4) Except as otherwise agreed, a person having control of a
transferable record is the holder, as defined in ORS 71.2010, of the
transferable record and has the same rights and defenses as a holder of
an equivalent record or writing under the Uniform Commercial Code,
including, if the applicable statutory requirements under ORS 73.0302
(1), 77.5010 or 79.0330 are satisfied, the rights and defenses of a
holder in due course, a holder to which a negotiable document of title
has been duly negotiated or a purchaser, respectively. Delivery,
possession and indorsement are not required to obtain or exercise any of
the rights under this subsection.
(5) Except as otherwise agreed, an obligor under a transferable
record has the same rights and defenses as an equivalent obligor under
equivalent records or writings under the Uniform Commercial Code.
(6) If requested by a person against which enforcement is sought,
the person seeking to enforce the transferable record shall provide
reasonable proof that the person is in control of the transferable
record. Proof may include access to the authoritative copy of the
transferable record and related business records sufficient to review the
terms of the transferable record and to establish the identity of the
person having control of the transferable record. [2001 c.535 §16; 2003
c.14 §32]Each governmental agency of
this state shall determine whether, and the extent to which, it will
create and retain electronic records and convert written records to
electronic records. [2001 c.535 §17](1) Except as otherwise provided in ORS 84.034
(6), each governmental agency of this state shall determine whether, and
the extent to which, it will send and accept electronic records and
electronic signatures to and from other persons and otherwise create,
generate, communicate, store, process, use and rely upon electronic
records and electronic signatures.
(2) To the extent that a governmental agency uses electronic
records and electronic signatures under subsection (1) of this section,
the governmental agency, giving due consideration to security, may
specify:
(a) The manner and format in which the electronic records must be
created, generated, sent, communicated, received and stored and the
systems established for those purposes;
(b) If electronic records must be signed by electronic means, the
type of electronic signature required, the manner and format in which the
electronic signature must be affixed to the electronic record and the
identity of, or criteria that must be met by, any third party used by a
person filing a document to facilitate the process;
(c) Control processes and procedures as appropriate to ensure
adequate preservation, disposition, integrity, security, confidentiality
and auditability of electronic records; and
(d) Any other required attributes for electronic records that are
specified for corresponding nonelectronic records or reasonably necessary
under the circumstances.
(3) Except as otherwise provided in ORS 84.034 (6), ORS 84.001 to
84.061 do not require a governmental agency of this state to use or
permit the use of electronic records or electronic signatures. [2001
c.535 §18] A governmental agency in this state that
adopts standards pursuant to ORS 84.052 may encourage and promote
consistency and interoperability with similar requirements adopted by
other governmental agencies of this state and other states and the
federal government and nongovernmental persons interacting with
governmental agencies of this state. If appropriate, those standards may
specify differing levels of standards from which governmental agencies of
this state may choose in implementing the most appropriate standard for a
particular application. [2001 c.535 §19]If any provision of ORS 84.001 to
84.061 or its application to any person or circumstance is held invalid,
the invalidity does not affect other provisions of ORS 84.001 to 84.061
that can be given effect without the invalid provision or application,
and to this end the provisions of ORS 84.001 to 84.061 are severable.
[2001 c.535 §20] ORS
84.001 to 84.061 constitute the adoption of the Uniform Electronic
Transactions Act as approved and recommended for enactment by the
National Conference of Commissioners on Uniform State Laws in 1999 and
supersede the provisions of section 101 of the federal Electronic
Signatures in Global and National Commerce Act (P.L. 106-229) in
accordance with section 102(a) of the federal Act. [2001 c.535 §21]MISCELLANEOUS PROVISIONS
(1) For purposes of ORS 84.049, 84.052 and 84.055, the Oregon Department
of Administrative Services shall make determinations and adopt standards
for state agencies.
(2) The department shall adopt rules for the use of electronic
signatures by state agencies. The rules shall include control processes
and procedures to ensure adequate integrity, security and confidentiality
of state agency business transactions conducted using electronic commerce
and to ensure that those transactions can be audited as may be necessary
for the normal conduct of business.
(3) As used in this section, “state agency” means every state
officer and board, commission, department, institution, branch and agency
of the state government whose costs are paid wholly or in part from funds
held in the State Treasury, except:
(a) The Legislative Assembly, the courts, the district attorney for
each county and their officers and committees; and
(b) The Public Defense Services Commission. [2001 c.535 §22; 2003
c.449 §24; 2005 c.118 §2]Nothing in ORS 84.049 limits or
modifies the powers and duties of the State Archivist under ORS 192.005
to 192.170 and 357.805 to 357.895. [2001 c.535 §23]
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