Between August 1986 and March 1987, Step-Saver Data Systems, Inc. (Step-Saver) (plaintiff) purchased software from The Software Link, Inc. (TSL) (defendant) for incorporation into a system Step-Saver sold to law and medical offices. (Wyse Technology, a co-defendant, was successful at the trial court and on appeal.) While the documents exchanged during the order process had identical terms, a licensing agreement printed on the top of each software box (box-top license) contained a disclaimer of warranties and stated that opening the box constituted acceptance of the licensing agreement terms. In March 1987, Step-Saver stopped selling its system due to problems with TSL’s software and later sued TSL for breach of warranties and indemnification. TSL argued that the disclaimer of warranties in the box-top license was binding, and Step-Saver argued that the box-top license materially altered the parties’ agreement. The district court found that the licensing agreement governed the relationship between the parties and granted TSL’s motion for directed verdict. Step-Saver appealed.