What Is a Clickwrap Agreement?

Key takeaways:

• Design your clickwrap with clear, conspicuous elements including contrasting colors, visible font sizes, uncluttered layouts, and never pre-check acceptance boxes, as proper screen design is critical to court enforceability.
• Maintain detailed audit trails capturing who accepted agreements, when they accepted, which version they saw, and screenshots of the acceptance screen, as this evidence becomes essential if your agreement is challenged in litigation.
• Deploy clickwrap agreements for high-volume, standardized contracts like Terms of Service or employee handbooks rather than personalized deals, as clickwrap achieved a 70% court success rate versus only 14% for browsewrap alternatives.
• Require explicit affirmative action from users through checkbox clicks or button presses while ensuring clear notice of terms via hyperlinks or embedded text, as courts consistently uphold agreements demonstrating users had opportunity to read and explicitly agreed.

You’ve clicked “I agree” thousands of times, likely without a second thought; after all, one survey found that only 7% of online shoppers read the terms and conditions before making a purchase. Every time you create an account, download software, or check out online, you’re entering into a clickwrap agreement. But what exactly are you agreeing to, and more importantly, will those terms actually hold up if something goes wrong?

For businesses, clickwrap agreements are a powerful way to establish binding terms with customers and users at scale—without the friction of traditional signatures. But not all clickwraps are created equal. Design matters. Presentation matters. And if you get it wrong, you could find yourself with an unenforceable agreement when you need it most—a dangerous oversight given that organizations lose an average of 8.6% of total spending annually to contract value leakage, according to The 2025 Contracting Benchmark Report.

This guide breaks down what clickwrap agreements are, how they differ from other online agreement types, and what you need to do to make sure yours will actually protect your business.

What is a clickwrap agreement?

A clickwrap agreement is an online contract that users accept by clicking a button or checking a box that says “I agree.” This digital agreement method replaces traditional electronic signatures with a simple click action.

Common examples include software download agreements, online purchase terms, and app installation consent forms. The clickwrap process requires users to take an affirmative action—like clicking “I Accept”—to show they agree to the contract terms.

It’s worth understanding how this differs from other types of online agreements. Sign-in-wraps gain acceptance when users click “register” or “sign-in.” Browsewraps assume acceptance simply by using the website.

Clickwrap agreements are the best way for businesses to limit their risk without impacting conversion or customer experience. Companies add clickwrap agreements to sign up pages, checkout flows, and login pages.

Contract acceptance is an important stage in the contract management process. What makes clickwrap agreements unique is how they capture consent. Unlike traditional electronic signatures—where you might draw a signature with your mouse or finger—clickwrap agreements create a comprehensive audit trail through the data points collected during the acceptance process. This audit trail confirms that a user “actively assented” to an agreement through a deliberate action, such as clicking a button.

Clickwrap agreements are much more prevalent in B2C businesses where companies sell products and services exclusively online—a market that grew from virtually nonexistent in 1995 to one that reached $4.5 trillion by 2017. They have also become a much more common, legally binding way to enter into a contract with another party in B2B as well.

The reason clickwrap agreements are so effective comes down to the level of user engagement they require. Because clickwrap agreements require users to affirmatively assent to a contract by checking a box or clicking a button, a clickwrap is the most commonly enforced type of online agreement. Unlike clickwrap, sign-in-wrap and browsewrap agreements are “accepted” when the user performs another action: sign-in, register, login, or just using the website (browsewrap).

The numbers back this up. In 2020, clickwrap agreements had a 70% success rate in court, compared to 64% for sign-in-wrap, and 14% for browsewrap agreements. The success rates of all three have declined over the years as the courts have become more sophisticated in their assessment of these agreements and in the evidentiary support required to enforce them.

Are clickwrap agreements legally enforceable?

Yes, clickwrap agreements are legally enforceable in the United States. They carry the same legal weight as traditional wet ink signatures and electronic signatures when properly implemented, as both federal and state laws provide that a signature may not be denied legal effect solely because it is in electronic form.

The key requirement is compliance with best practices for design, presentation, and tracking. Courts consistently uphold clickwrap agreements that provide clear notice of terms and capture user consent properly.

There are a few key pieces of legislation that specifically outline the regulation of clickwrap agreements.

Electronic signatures act (ESIGN)

The federal Electronic Signatures in Global and National Commerce Act (ESIGN) was enacted on June 30, 2000. The law was intended to facilitate the use of electronic signatures and other electronic records as they pertained to interstate and foreign business transactions. ESIGN laid out several requirements, or standards, used to determine the validity and legal enforceability of electronic agreements in these circumstances.

The uniform electronic transactions act (UETA)

The Uniform Electronic Transactions Act (UETA) was adopted by the National Conference on Uniform State Laws in 1999 and has since been adopted by 47 states, making it the law in all but a few United States jurisdictions. UETA predates ESIGN, but both lay out requirements for electronic signatures and electronic records to be afforded the same treatment as that of their paper counterparts—UETA at the state level, and ESIGN at the federal level.

Clicking a button or checking a box to indicate your assent fulfills the requirement that “intent to sign” is demonstrated by the signer.

In other words: since the signer has to actively click a button that clearly informs them they are agreeing to a contract, they are showing they intended to sign.

Clickwrap is an accepted form of electronic signature: a binding, legally recognized form of contracting. In fact, UETA commentary expressly states that the definition of an electronic signature includes “the standard webpage click through process.”

Both of these acts lay out specific guidelines for electronic compliance.

Clickwrap vs browsewrap vs sign-in-wrap agreements

You’ve probably seen these terms floating around, and it’s easy to get them mixed up. Let’s break it down, because the difference between them is a big deal when it comes to whether your terms will actually hold up.

Clickwrap: This is the one we’ve been talking about. It requires someone to take an affirmative, unmissable action—like checking a box or clicking a button that says “I agree.” Because the user has to actively consent, this is the gold standard for proving agreement. If you need to be sure your terms are enforceable, this is the way to go.

Browsewrap: This is the riskiest of the bunch. A browsewrap agreement assumes that by simply using—or “browsing”—your website, the user automatically agrees to your terms. The link to the terms is usually buried in the footer of the site. Courts are often skeptical of these because you can’t prove the user ever saw, let alone read, the agreement.

Sign-in-wrap: This is the middle ground. It bundles acceptance of terms with another action, like clicking “Sign In” or “Create Account.” You’ll see language like, “By signing in, you agree to our Terms of Service.” It’s stronger than browsewrap because the user is taking an action, but it’s not as explicit as a clickwrap, where agreeing to the terms is a separate, deliberate step.

Here’s the bottom line: When you absolutely need to prove a user consented, clickwrap is your safest bet. The others might seem more convenient, but that convenience comes with a much higher legal risk.

Types of evidence needed to enforce clickwrap agreements

This is where the practical details become critical. If someone challenges your clickwrap agreement in court, you need to be able to prove they actually agreed to it. Courts evaluate clickwrap agreement enforceability based on three primary factors.

First, they examine whether the user explicitly accepted the contract through a clear action like clicking “I agree.” Second, they determine if the user had actual or reasonable notice that terms existed and were binding. Third, courts review the design and layout of the screen containing the clickwrap agreement. Poor screen design can undermine enforceability, while clear, conspicuous presentation strengthens the agreement’s legal standing.

Businesses that are able to provide evidence that shows the above are more likely to have their terms enforced. The common types of evidence used to enforce clickwrap (and sign-in-wrap and browsewrap) agreements in court are: affidavits/declarations, screenshots, and back-end records of acceptance.

Screenshots

A screenshot is an image that displays what a screen looked like at the time of signing. Courts often rule in favor of terms on a page designed to provide actual or inquiry notice to a user. As a result, if the screen design is poor, the screenshot tends to sway the court towards not enforcing the terms. On the other hand, if the screenshot shows that the screen is optimally designed, the court is highly likely to rule in favor of enforcing the terms.

Affidavit/declaration from key personnel

Affidavits or declarations are written statements or sworn testimony from key personnel familiar with the contract acceptance process. A declaration is more likely to be successful when the person providing it has pertinent knowledge of the system being described and/or is in a role that familiarizes them with the contract acceptance process.

Back-end records of acceptance

Back-end records are records that contain data captured at the time of contract acceptance. This data indicates who accepted an agreement, when the agreement was accepted, and what version of the agreement that was live at the time of acceptance. When used as evidence to try to compel arbitration, back-end records are most successful when they showcase specificity and a high level of detail—that is, that a particular user signed a particular agreement at a particular time.

Common clickwrap agreement examples

You probably encounter dozens of clickwrap agreements every week without giving them a second thought. They’re woven into the fabric of the internet. Here are a few places you see them all the time:

• Account creation: When you sign up for a new social media platform, streaming service, or SaaS tool, you almost always have to check a box next to “I have read and agree to the Terms of Service.” That’s a clickwrap.
• E-commerce checkouts: Many online stores require you to accept their Terms of Sale or return policy before you can complete your purchase.
• Software installation: Remember installing software and having to click “I accept the terms of the license agreement” before the installation could proceed? That’s one of the original forms of clickwrap.
• App permissions and updates: When an app on your phone updates its terms or privacy policy, it will often present you with a screen that you have to accept before you can continue using the app.
• Event registrations: Signing up for a webinar, conference, or even a 5K race often involves a clickwrap agreement where you accept liability waivers or photo release terms.

Different ways to present clickwrap agreements

Clickwrap agreements can be presented in several different formats depending on your business needs. Each presentation method affects both user conversion rates and legal enforceability.

Some companies embed the full agreement text directly on the page, forcing users to scroll through terms before accepting. Others use hyperlinks to separate pages containing the full terms. Banking and financial services often require multiple acknowledgments throughout lengthy agreements to ensure users understand critical clauses.

For particularly complex agreements, some companies will require you to offer affirmative assent (check a box, or leave initials) at multiple points in the contract to call attention to certain clauses and affirm assent to them individually, as well as assent to the entire agreement. This is popular in leasing agreements, to call attention to special addendums or community requirements.

On the simpler end of the spectrum, most social networking sites and apps present multiple agreements that are accepted simultaneously through a single action of assent (like creating an account or checking a box). These popular checkboxes generally have links to the agreement referenced, which are hosted on another page entirely.

To support this approach, companies will often leverage their own web content management system (CMS), but that can present its own issues and challenges. Common web CMS solutions are not typically conducive to legal content workflows, and that means best practices are unlikely to be followed. Management of terms specific to locales, different environments within your company, and even versioning of terms can prove to be difficult tasks if you are using a common web CMS for your legal content.

How to design a clickwrap that checks all the best practice boxes

Legal precedent and existing legislation establish clear best practices for clickwrap agreement design and presentation. Following these guidelines significantly improves your agreement’s enforceability in court.

Our legal team recommends focusing on four key areas: screen design, reasonable notice, opportunity to read, and objective manifestation of assent. Each area addresses specific concerns that courts evaluate when determining enforceability. For example, in the key case of ProCD, Inc. v. Zeidenberg, a court held that acceptance is valid when a buyer proceeds after having an opportunity to read the terms and reject them.

Screen design

Screen design requirements include keeping layouts simple and uncluttered. Use contrasting colors for fonts and backgrounds, conspicuous font sizes, and ensure the entire screen is visible at once. Never pre-check the acceptance checkbox, and maintain consistent language throughout.

• Keep the layout of the screen simple and uncluttered.
• Use contrasting colors for fonts and background.
• Use conspicuous font sizes.
• Make the entire screen visible at once.
• Do not pre-check the checkbox.
• Use consistent language.

Reasonable notice

• Alert users to the existence of the agreement with specific and clear language.

Opportunity to read

• Embed the terms in a scrollpane directly on the screen.
• Require users to click the hyperlink to the terms.
• Advise users to read the terms prior to checking the box or proceeding through the process.
• Make sure the hyperlink to the terms is clickable (do not require users to manually enter the URL).
• Hyperlinks should resemble traditional hyperlinks: blue and underlined.

Objective manifestation of assent

• Require users to check a box to manifest assent to the terms.
• Require users to agree to terms again after they’ve been modified.

Documentation

• Be able to show who accepted which version of the terms.
• Be able to show what the screen looked like when users encountered the contract acceptance process.

Benefits of clickwrap

The appeal of clickwrap agreements goes beyond just legal enforceability. They’re incredibly versatile tools that can streamline how you handle many of your business’s most critical legal documents. These include Terms of Service for websites and apps, high-volume employee agreements, and customer onboarding contracts.

You can deploy clickwrap agreements through multiple channels depending on where your users are. Website embedding places them directly in your user flow. Dedicated URLs let you share agreements via email or messaging. Text and instant message delivery works well for mobile-first experiences.

They are perfect for a wide range of agreements and can help departments hit their goals by speeding up processes like customer onboarding or partner sign-ups. The nature of these agreements demands a higher level of both scrutiny and security, so it’s critical for businesses to have a handle on not only how agreements are presented and accepted, but how to prove that acceptance.

Will different designs for clickwrap agreements affect my conversion rate?

The way you present a contract can impact your conversion rate: it can either expedite signing or provide the customer with an obvious excuse to use as an offramp, resulting in buyer drop-off.

Making your agreement accessible, easy to interact with, and easy to sign can only help increase your conversion rate. Clickwrap can allow you to limit the amount of required actions taken by the signer, while retaining enforceability, and can be presented in self-service flows, enabling signing to occur whenever and wherever the buyer is ready to transact.

Are clickwrap agreements better than electronic signatures?

From a user experience, workflow enablement, and general efficiency perspective, clickwrap agreements are better than traditional eSignatures. Clickwrap agreements allow you more flexibility in agreement presentation and automated acceptance tracking, and enable self-service workflows.

In terms of legal enforceability, clickwrap agreements provide an added layer of authenticity with the data points and audit trail that are collected throughout the process of acceptance.

Can I use clickwrap for my agreements?

Most business agreements can be delivered through clickwrap, but some contract types benefit more than others. The key distinction lies between standardized and personalized contracts.

Standardized contracts work best for clickwrap delivery. These agreements use the same language across multiple signers and can be accepted repeatedly at high volume. Examples include non-disclosure agreements (NDAs)—which the report found are negotiated only about 25% of the time—Terms and Conditions, and employee handbook acknowledgments.

Personalized contracts require individual tailoring for each signer. These include M&A agreements, complex partnership deals, and customized service contracts. While possible to deliver via clickwrap, they typically require traditional negotiation and signature processes, especially since complex contracts like Master Services Agreements involve legal teams up to 90% of the time, according to the study.

Typically, the most tangible return on investment (ROI) from clickwrap is seen in standardized contracting. Standardized contracts are ripe for automation and can be hosted online and shared because they do not need to be individually reviewed or altered prior to being accepted. Companies implement clickwrap agreements as a part of other workflows like customer onboarding, ecommerce checkout, partner onboarding, and more.

Getting started with clickwrap agreements

So, you see the value and you’re ready to implement clickwrap. Where do you start? It’s more straightforward than you might think.

• Identify your use cases. Look for your highest-volume, most standardized agreements. Website terms of service, user sign-ups, and online checkout flows are the usual suspects.
• Draft clear terms. A clickwrap doesn’t give you a license to write confusing or unfair terms. The agreement itself still needs to be solid.
• Design for notice. Make sure the checkbox, acceptance language, and link to the full terms are clear, conspicuous, and impossible to miss. Don’t use pre-checked boxes—the user has to be the one to take the action.
• Track everything. This is the most critical piece. You need an unshakeable audit trail. Your system must capture who accepted the agreement, what version they saw, the date and time of acceptance, and what the screen looked like. Manually managing this is nearly impossible, which is why a contract lifecycle management (CLM) platform with dedicated clickwrap functionality is so important.

If you’re ready to see how this works in practice and get your high-volume agreements under control, request a demo today.

Frequently asked questions about clickwrap agreements

What is an example of a clickwrap agreement?

Anytime you check a box or click a button that says “I agree” before using a service, you’re using a clickwrap. Common examples are accepting Terms of Service when creating a social media account or agreeing to terms before installing new software.

What’s the main difference between clickwrap and browsewrap agreements?

The key difference is action. With clickwrap, you have to take a specific action—like checking a box—to show you agree. With browsewrap, your agreement is implied just by you using the website, which is much harder to prove in court.

Do clickwrap agreements work internationally?

Generally, yes. Many countries, including those in the EU, Canada, and Australia, recognize electronic agreements. However, the specific requirements for enforceability can vary. It’s always smart to make sure your presentation and record-keeping meet the standards of the jurisdictions you operate in.

What happens if someone disputes a clickwrap agreement?

If a user disputes it, the burden is on you to prove they agreed. This is why detailed record-keeping is critical. You’ll need to produce evidence showing who agreed, when they agreed, the exact version of the terms they saw, and a record of the screen presentation. A solid audit trail is your best defense.

Can clickwrap agreements be used for B2B contracts?

Absolutely. While they started in the B2C world, clickwraps are increasingly used for high-volume, standardized B2B agreements. Think partner program agreements, Application Programming Interface (API) terms of use, or even simple NDAs. They streamline processes that would otherwise get bogged down with traditional signatures.

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Ironclad is not a law firm, and this post does not constitute or contain legal advice. To evaluate the accuracy, sufficiency, or reliability of the ideas and guidance reflected here, or the applicability of these materials to your business, you should consult with a licensed attorney. Use of and access to any of the resources contained within Ironclad’s site do not create an attorney-client relationship between the user and Ironclad.