ProCD, Inc. v. Zeidenberg

Facts

ProCD, the plaintiff, made an electronic database called “Selectphone.” They sold it to both businesses, who had full use of the database, and private consumers, who had more limited use of the database. They charged a lower price to the private consumers, though the capabilities of the software as sold were the same. ProCD restricted the use of the private consumer by granting a limited license with those versions. The outside of the software boxes stated that the software was subject to restrictions by terms enclosed in the box. This limited license also appeared when a user attempted to run the software.

Defendant, Zeidenberg, bought the private consumer version of the software at the lower price. However, he used the full business capabilities of the software for his business by selling its information to other businesses at a lower price than ProCD. Zeidenberg claims that the limiting terms did not apply to him because they were not visible (and consequently, not disclosed to him) at the time of the sale. Plaintiff brought this claim, seeking an injunction.