Long before the Internet, courts were not reluctant to enforce adhesion contracts. This willingness is one thing the Internet age has not changed. A good reminder – and lessons for parties seeking to enforce, as well as users wary of, website agreements – comes in a recent case in which a U.S. district court enforced […]
Archive | Clickwrap Agreements
Online Terms and Conditions Are Usually Enforceable
Many commercial transactions are governed by online terms and conditions provided by one party, to which another party may be bound even if provided only with a reference or link to the online terms and conditions. This truth is illustrated by the recent case of Tuscany S. Am. v. Pentagon Freight Sys., No. 4:12-CV-1309 (S.D. […]
Enforcement of a Click-wrap License Agreement
Consumers who casually, even blindly, accept “click-wrap” or “browse-wrap” license agreements will be bound by those agreements so long as the user had a reasonable opportunity to accept or reject the proffered license. A recent case provides a blueprint for how to offer, and then how to enforce, a click-wrap agreement. In Zaltz v. JDate, […]
That Forum Selection Clause in Your Software License Matters
Here is a story to tell clients wondering why you are negotiating so hard over a seemingly mundane forum selection clause. An Illinois court, swayed in part by the fact that a paper software license had also been presented in a click-wrap agreement, enforced a forum selection clause in the license agreement that the plaintiff-licensee […]
Incorporation by Reference in a Clickwrap Agreement
How explicit does a click-wrap agreement have to be concerning updates and revisions that may later be incorporated into the agreement? In Noll. v. eBay, Inc., No. 5:11-CV-04585 (N.D. Cal., April 23, 2012), the court denied eBay’s motion to dismiss a breach of contract claim in a class-action complaint based on eBay’s revisions to a […]
Enforceability of a Forum Selection Clause in a Clickwrap Agreement
Here are two cases that provide a further reminder of the power of clickwrap agreements, and that a party offering a clickwrap agreement can avail itself of that power only by properly presenting essential clickwrap agreement terms. In Rassoli v. Intuit, Inc., Civil No. H-11-2827 (S.D. Tex. March 19, 2012), the court enforced a forum […]
Clickwrap Agreement Is Binding (But Arbitration Provision Is Not)
A “clickwrap” agreement can form a binding contract even when all agreement terms are not included in the document to which the user assents, and the user must access other documents to be informed of the entire contract. Grosvenor v. Qwest Corp., 2012 U.S. Dist. LEXIS 23472, Civil Action No. 09-cv-02848-MSK-KMT (D. Colo. Feb. 23, […]