Proponents of UCITA argue that copyright laws will take precedence over UCITA, but federal copyright law does not necessarily preempt contracts.  In fact, the general rule is that a negotiated contract is not overruled by copyright.  In non-negotiated contracts such as shrink wrap and “click through” licenses to which a user has agreed by clicking on “ok” or “agree” when the license is displayed on the screen (usually in ultra-small type most of which is not viewable from the window provided) -- the courts have split on the issue.  In my paper in the proceedings you will find a discussion of several court cases dealing with shrink-wrap and click-through licenses.