Clickwrap Agreement

What is a clickwrap agreement?

A clickwrap agreement is an online contract you accept by clicking a button or ticking a box that says you agree, such as "I agree to the Terms of Service." The terms are shown on the screen or linked right next to the button.

Many SaaS signups use some form of it. It is how a vendor's terms of service, and the documents they pull in by reference, become a contract with you.

What it looks like in a vendor's terms

Clickwrap is more about the screen than the text. A typical setup reads like this:

[ ] I have read and agree to the Terms of Service and Privacy Policy. [Create account]

• The checkbox: you must take a clear action that shows you agree.
• "I have read and agree": the words tie your action to the terms.
• The linked documents: these become part of your contract, along with anything they link to.
• The button: you cannot continue without agreeing.

The terms you accept usually say how they can change later, often through a unilateral amendment clause.

Clickwrap vs browsewrap vs sign-in wrap

Courts sort online contracts by how you were asked to agree. A 2022 concurring opinion in a federal appeals case summarizes the main types:

• Clickwrap: you click "I agree." Courts typically enforce these.
• Scrollwrap: like clickwrap, but the "I agree" button sits at the end of the terms, so you scroll past them first. A concurring opinion in Berman (2022) said California law presumes both clickwrap and scrollwrap are enforceable.
• Sign-in wrap: you sign up, and a line says that doing so means you accept the terms. A gray zone. See the section below.
• Browsewrap: the terms sit behind a link, and using the site is said to count as agreeing. Courts are skeptical. See browsewrap agreement.

The Ninth Circuit, the federal appeals court for California and other western states, applied a two-part test in Berman v. Freedom Financial Network (2022). As the court's opinion explains, the site must give reasonably conspicuous notice of the terms, and you must take an action that clearly shows you agree. Design details count: font size, color, where the link sits and what the button says.

How clickwrap relates to later changes

A click binds you to the version you saw that day. It does not mean you clicked to accept every future version.

When terms change later, the vendor needs a new way to get your agreement. Some vendors ask you to click again, through a pop-up or a login screen. Many rely on email notice and continued use as acceptance instead.

Courts have been more wary of the second path. In Douglas v. U.S. District Court (9th Cir. 2007), revised terms posted only on a website did not bind a customer who was never told. The ABA's Business Law Today notes that courts have refused to enforce changes when the user had no reason to know about them.

So a fresh "I agree" click on new terms is generally the strongest evidence of agreement. Notice by email is weaker. A quiet edit is weakest. The law varies by state.

A real change we caught

Venpo flagged that using Grafana's website now binds you to arbitration. That is the opposite of clickwrap: the terms say that using the site itself counts as agreeing, with no click needed.

Why it matters to you

When someone on your team clicks "I agree" during signup, they likely bind your company to the vendor's terms. That includes liability limits, data use rules, auto-renewal and dispute terms such as an arbitration clause.

These clicks are often made by whoever set up the tool, not by someone who reviews contracts. They are also easy to forget, which makes it hard to know later which version you accepted.

What to check

• Who on your team can sign up for tools and accept terms for the company.
• Which documents the signup linked to, and which other documents those pull in.
• The date and version of the terms when you signed up, saved as a copy.
• Whether the vendor asks for a new click when terms change, or relies on continued use.
• For important tools, whether you can sign a negotiated contract that overrides the click-through terms.

Sign-in wrap

A sign-in wrap is a signup or login screen with a line such as "By creating an account, you agree to our Terms." You never tick a box or click "I agree." The act of signing up is treated as agreeing.

The concurring opinion in Berman describes it as a gray zone between clickwrap and browsewrap. Whether it binds you depends on design. Courts look at how large and visible the notice is, how close it sits to the button, and whether the links look like links.

Two cases show how this can fail. In Berman (2022), small gray text with links in the same gray color was not enough, as the Ninth Circuit's opinion explains. In Wong v. LaserAway (N.D. Cal., July 15, 2026), clicking a button labeled "GET MORE INFO" did not show agreement to the terms, according to the court's order.

Sign-in wraps are common at login. When a vendor shows "By continuing, you agree to our updated Terms" as you log in, that is a sign-in wrap applied to a change.

How Venpo helps

A click binds you to one version, but the terms keep moving. Venpo keeps a change history for each vendor's public legal pages and emails you a plain-English alert when they change, with what changed and why it matters.