Enforceable online terms: clickwrap, notice and proof of acceptance

Lawyers and courts sort online agreements by how the customer is asked to agree. The labels are shorthand, and courts look at the actual screen, but they are a useful map.

In a clickwrap flow the customer takes an action whose only meaning is agreement, such as ticking an unchecked box next to a statement that they accept the terms. In a browsewrap flow the terms are posted behind a link and the business treats use of the site as acceptance. A sign-in wrap sits between the two: text near a button says that by signing up, signing in or continuing, the customer agrees to the linked terms.

The outcomes in the rulings below follow that order. A Perkins Coie summary of a case over the Honey browser extension reports that the court denied arbitration for ten of twelve plaintiffs for lack of evidence of clear assent, and granted it for the two who had gone through a clickwrap flow.

The two-part test appears across the rulings. In Chabolla v. ClassPass, decided on 27 February 2025, the Ninth Circuit held a sign-in wrap unenforceable for lack of reasonably conspicuous notice and unambiguous assent. The law firm Fenwick described the decision as a signal of tougher standards for online agreements.

Notice is about the screen: where the reference to the terms sits, how large and legible it is, whether the link looks like a link, and how much else competes for attention. Assent is about the action: whether the customer was told, in plain words, that this click means agreement to those terms.

The burden falls on the party that wants to enforce the terms. A company moving to compel arbitration has to put the screen and the customer's action in front of the court. If it cannot show what this customer saw, the clause is unlikely to be enforced, however well it was drafted.

Outcomes also vary by court. One commentator cited in the research notes that the Second Circuit takes a more flexible approach than the Ninth, so a flow that fails in California may be judged differently in New York.

Wong v. LaserAway, decided in the Northern District of California on 15 July 2026, concerned a lead form. As summarized by the law firm Kilpatrick and by the National Law Review, the court held that clicking a button labelled 'GET MORE INFO' did not manifest assent to the terms, and it denied the motion to compel arbitration.

A ruling involving Red Robin in the Middle District of Florida on 6 April 2026 went the same way. According to TCPAWorld's account, the court treated the flow as browsewrap because people could sign up without acknowledging the text-messaging terms, and the link the company attested to did not contain the arbitration clause.

On 4 and 5 November 2026 the Ninth Circuit issued two memorandum dispositions, in case numbers 25-7045 and 25-7161, affirming denials of arbitration where a sign-in wrap lacked an explicit advisement. These are non-precedential, so they bind only the parties, but they show how the court is applying the test.

A caution on all of these: the research behind this guide worked from law-firm summaries and did not read each opinion in full. Read the decision itself, or ask counsel, before relying on any one of them.

The Honey case shows both results in one ruling. The two plaintiffs who had gone through a clickwrap flow were sent to arbitration, and the ten for whom the company lacked evidence of clear assent were not.

Wilkins v. Cruise, a 2026 California Court of Appeal decision, is reported by the law firm Proskauer under a headline that an employee was bound by the customer arbitration agreement. Companies do win when acceptance is clear.

The dividing line in these cases is the design of the screen and the quality of the proof. The subject matter of the terms plays little part. An explicit acceptance step and a record of it do most of the work.

Disputes over terms are often decided years after the customer signed up, and by then the sign-up page has been redesigned several times. A declaration from an employee describing how the page generally worked is weaker than a record of the page as it was.

Record keeping is its own point of failure. A commentary on White v. PayPal is titled 'If You Don't Keep Good Records, Don't Be Surprised If Your TOS Formation Fails in Court'. The research behind this guide could confirm only that title, not the article's content, but the warning in it matches what the rulings above turn on.

Consentra's Assent Log records how terms were presented and how each customer accepted them, version by version. Whether your terms are enforceable in a given court is a question for your counsel.

• A capture of the screen as rendered for that device size, including the notice text and the button label
• The exact wording that tied the action to the terms
• The version of each document linked, with its full text and effective date
• Whether a box was unchecked by default and whether the flow could be completed without the acceptance step
• The action taken, with date, time, account, device and network details
• Confirmation that the linked document contained the clause you may later rely on
• A dated history of every change to the acceptance screen

The rulings covered here concern how an agreement was first formed. The same two questions, notice and assent, are the natural ones to ask about a later change, though the research notes do not cover rulings on amendments specifically. Ask counsel how the courts you are likely to face treat updated terms.

As a matter of record keeping, the task is clear. For each customer, a business should be able to say which version they accepted at sign-up, which later versions they were told about and how, and which of those they accepted by a recorded action.

The Red Robin ruling shows a related risk. The company pointed to one linked document, and that document did not contain the arbitration clause. When several sets of terms exist, such as general terms, text-messaging terms and a loyalty program, the record has to show which document was linked on the screen the customer saw.

• Give every version of the terms an identifier and an effective date, and keep the full text of each
• Record how notice of a change was given (email, in-product screen, sign-in prompt) and when
• For changes to dispute resolution or liability, ask for a recorded acceptance instead of relying on continued use
• Keep the acceptance record for the old version; do not overwrite it with the new one
• Check that each link on the acceptance screen points to the document you intend

LaserAway involved a lead form with a 'GET MORE INFO' button, and Red Robin involved text-messaging terms. In both, the form existed to capture contact details, and agreement to terms was attached to it loosely.

A form like that carries several kinds of consent at once: consent to be texted or called, acceptance of terms, and often an arbitration clause. Each has its own test, and a single vaguely labelled button may satisfy none of them.

The record needed is the same in each case: what the person was shown, what they clicked, when, and on which device. A business that keeps that record for its text opt-in already has most of what it needs to show acceptance of its terms, provided the screen asked for that acceptance explicitly.