legal-terms terms-of-service
Can a computer program agree to Terms of Service?
<p>Most service providers have Terms of Service that people or entities need to agree to before legally using their services. On another question I had, arguments were made that you needed to be a person to agree to the TOS. But this doesn't seem right as corporations can agree to TOS and they are not people. I figured it would explicitly fall under the exact verbiage of the TOS on who could or could not agree to the contract.</p>
<p>For example, here is a section from the cloud service provider Digital Ocean's <a href="https://www.digitalocean.com/legal/terms-of-service-agreement" rel="noreferrer">TOS</a>:</p>
<blockquote>
<p>Whom does this TOS apply to?</p>
<p>When we refer to “DigitalOcean” or we use pronouns like “we”, “us” or
“our”, we are referring to DigitalOcean, LLC as well as its parents,
affiliates and subsidiaries.</p>
<p>When we refer to the “User”, we are talking about you, and we will
also use words like “you” and “your” to refer to you. Who “you” are
can get more complicated if you are using our services on behalf of a
company, organization, or <strong>other entity</strong>. In that case, you are
representing to us that you have the authority to bind your company,
organization, other entity to this TOS and that you agree to be
legally bound by this TOS on behalf of such entity (and “User”, “you”,
and “your” then refer to such entity). If you aren’t sure what this
means or whether you are authorized to bind your company,
organization, or entity to this contract, you should ask others in
your organization to get clarification about authority.</p>
</blockquote>
<p>They mention &quot;or other entity&quot;. Is a computer program considered an entity that can agree to terms of service?</p>

<h2>Other Entities means <a href="https://en.wikipedia.org/wiki/Legal_person" rel="noreferrer">Legal Person</a></h2>
<blockquote>
<p>The reason for the term &quot;legal person&quot; is that some legal persons are not people: companies and corporations are &quot;persons&quot; legally speaking (they can legally do most of the things an ordinary person can do), but they are not people in a literal sense (human beings)</p>
</blockquote>
<p>This is very similar to <a href="https://en.wikipedia.org/wiki/Corporate_personhood" rel="noreferrer">Corporate Personhood</a>.</p>
<p>Among the recognized items for legal personhood are usually <em>groups of people</em>, such as a corporation, states or countries, but also churches and temples. In rare cases, Temple buildings and at least two rivers are legal persons. All non-natural legal persons have in common, that they are represented by natural persons - aka humans.</p>
<p>A computer program is <strong>not</strong> represented by a natural person. A natural person (possibly representing a legal person) can <strong>use</strong> a program to agree to a contract, but a program agreeing on its own is not following the basic principle of a contract, which requires a <em>meeting of the minds</em> on the offer. The computer program becomes the <em>tool that facilitates</em> the contract, for example by offering a prewritten contract to people that want to use the service.</p>
<p>Since the contract is usually offered by the service providers <em>as is</em> with no renegotiation allowed, those contracts can only be accepted or not - their side of the bargain is offered and then facilitated by the computer of the service provider - we have an <a href="https://en.wikipedia.org/wiki/Invitation_to_treat" rel="noreferrer"><em>invitation to treat</em></a>. If a natural or legal person is able to agree (through its representative), the contract becomes binding.</p>
<p>If you are <strong>not</strong> a legal person - so neither a human nor one of the recognized categories - you can not agree to the TOS, the contract is void.</p>

<h2>It can’t consent for itself, but it can consent on your behalf</h2>
<p>The concept we are interested in is that of the <a href="https://en.wikipedia.org/wiki/Legal_person" rel="noreferrer">legal person</a>. A legal person can, among other things, enter into contracts which is what Terms of Service are. Things that aren’t legal persons can’t.</p>
<p>There are two types of legal persons: natural persons (i.e. human beings) and judicial persons (i.e. things defined by law as legal persons that aren’t human beings). You fall into the first category, a company falls into the second. A computer program falls into neither.</p>
<p>However, if you or your company cause a computer program to accept a contract, then you or your company has accepted. The computer program hasn’t. For example, when you and Stack Exchange agreed to be bound by this site’s ToS, you did it in person (probably), SE did it by computer program.</p>
