Shrink-wrap license restrictions-preempted?

Software publishers are fond of shrink-wrap licenses. These notices accompany copies of computer programs and state that by using the program you agree not to do various things that the publisher does not want you to do. Typically, for example, the publisher does not want you to disassemble the object code or otherwise reverse-engineer the computer program. Classically, tearing open the package´s plastic wrapping manifested your consent to the agreement, but variations are now common. For example, the restrictive terms are long and complicated, and you find out about them only by reading the small print on a leaflet inside the box. Therefore, the leaflet states that you manifest consent to the restrictive terms by keeping the product after opening the package instead of taking it back to the retailer for a refund. Or a notice pops up on the screen when you install the program, and installation continues only if you click on a box or icon stating “I agree to the terms.” Publishers consider this approach (sometimes termed click-wrap licensing) a necessity with software marketed via the Internet, because the user downloads the program electronically and never opens a shrink-wrapped package. This paper discusses: how to agree to a shrink-wrap licence; advantages for sellers; previous federal precedents; and ProCD case