A sign-in-wrap agreement is enforceable when the registration screen gives a reasonably prudent user clear, visible notice that clicking the sign-up button means agreeing to the terms of service. The enforceability of a sign-in-wrap agreement almost always turns on interface design: font contrast, where the notice sits relative to the button, how much other content competes for attention, and whether the notice is still visible on a small phone with the keyboard open. Courts have enforced tidy sign-up screens and refused to enforce cluttered or misleading ones, and the difference is usually visible at a glance from the screenshots.
What a Sign-In-Wrap Agreement Is
A sign-in-wrap agreement combines account creation and contract acceptance into a single click. The user taps “Sign Up,” “Register,” or “Join Now,” and a nearby line of text, usually just below the button, says something like “By clicking Register, you agree to our Terms of Service and Privacy Policy.” The terms live behind a hyperlink. No separate checkbox, no dedicated “I Agree” button.
That design sits between clickwrap, where the user must affirmatively check a box, and browsewrap, where a site simply posts a link and claims continued use counts as acceptance. Because the user never separately acknowledges the terms, courts scrutinize sign-in-wrap more carefully than clickwrap. The question is always the same: was the notice conspicuous enough that a reasonable user would have seen it before clicking?1Justia Law. Meyer v. Uber Technologies, Inc., No. 16-2750 (2d Cir. 2017)
The Reasonable Notice Standard
Courts apply a concept called “inquiry notice.” The test is not whether a particular user read the terms. It is whether the screen gave a reasonably prudent internet or smartphone user a legitimate opportunity to learn that terms existed and applied. If a typical user looking at that screen would have spotted the notice, the user is on notice of the contract even if they never clicked through to read it.
The burden sits on the business. A company trying to enforce its terms has to show the design made the notice conspicuous. Courts will not assume a user saw something just because it was technically present on the page. The judge usually decides by looking at the actual screenshots the user would have seen, often reproduced at real device size.
The Design Elements That Decide the Case
The case law converges on a short list of concrete design requirements. Skip any one and the entire agreement can fall.
Contrast and Font Size
The notice has to stand out from its surroundings. Dark text on a light background works. Light gray text on a white background does not. The hyperlink itself should appear in a contrasting color, traditionally blue, and should be underlined so users read it as a link rather than as decorative text. The notice does not have to be the biggest element on the screen, but it has to be large enough that a typical user can read it without effort.
Proximity to the Button
The notice must sit immediately next to the button the user taps. Directly below the button is the placement courts have most often upheld. Above the button also works, because a user reading top to bottom would reach it before clicking. A notice tucked into a footer, buried on another page, or sitting far enough away that the eye would not naturally find it does not satisfy the standard.
An Uncluttered Screen
Visual clutter is the single most common reason sign-in-wrap agreements fail. Promotional banners, competing calls to action, and bold text on every element dilute the notice. The First Circuit put it bluntly in Cullinane v. Uber Technologies: “If everything on the screen is written with conspicuous features, then nothing is conspicuous.”2Justia Law. Cullinane v. Uber Technologies, Inc., No. 16-2023 (1st Cir. 2018) A clean screen with few competing elements gives the notice room to do its job.
Mobile Screens and the Keyboard Problem
A design that looks clean on a desktop monitor can be unusable on a four-inch phone. Courts have evaluated screenshots sized to the actual device the user was holding, not idealized mockups. If the notice requires scrolling to reach, it may fail. The whole notice, hyperlink included, should sit on a single screen with the action button.
The mobile-specific trap is the software keyboard. When a user taps a field to enter a username or password, the keyboard slides up and covers the lower part of the screen. A terms notice placed below the input fields can be entirely hidden at the exact moment the user is completing registration. In McKee v. Audible, a federal court found that keyboard obstruction contributed to inadequate notice. Placing the notice above the sign-in button keeps it visible regardless of what the keyboard is doing.
What Appellate Courts Have Enforced and Rejected
Four decisions mark the practical boundaries, and the contrast between them is instructive.
Meyer v. Uber: Enforced
The Second Circuit upheld Uber’s sign-in-wrap and compelled arbitration. The registration screen contained only credit card fields, a “Register” button, and the statement “By creating an Uber account, you agree to the TERMS OF SERVICE & PRIVACY POLICY,” with blue underlined hyperlinks directly beneath the button. The entire screen fit without scrolling, and dark text sat against a bright white background. The court described the notice as both spatially and temporally coupled with the registration action.1Justia Law. Meyer v. Uber Technologies, Inc., No. 16-2750 (2d Cir. 2017)
Cullinane v. Uber: Rejected
On a different version of Uber’s app, the First Circuit went the other way. The payment screen contained several elements of similar visual weight, with “scan your card,” “enter promo code,” “CANCEL,” and “DONE” all competing for attention alongside the terms hyperlink. The court reproduced the screenshots at the actual size of the plaintiff’s 3.5-inch screen and found the notice lost in the competition.2Justia Law. Cullinane v. Uber Technologies, Inc., No. 16-2023 (1st Cir. 2018)
Sgouros v. TransUnion: Rejected
The Seventh Circuit refused to enforce an arbitration clause on TransUnion’s site because the design actively misled users about what their click meant. Bold text told users that clicking authorized TransUnion to access their personal information but said nothing about agreeing to contractual terms. The hyperlink to the service agreement was labeled “Printable Version.” The court found that the page “actively misleads the customer” and “distracted the purchaser from the Service Agreement.”3Justia Law. Sgouros v. TransUnion Corp., No. 15-1371 (7th Cir. 2016)
Berkson v. Gogo: Rejected, and a Four-Part Test
A federal district court in New York set out a four-factor framework that has influenced later decisions: whether the user was aware they were agreeing to more than a purchase; whether the terms were readily and obviously available; whether the design obscured the importance of material terms; and whether the merchant drew attention to terms that would alter a consumer’s default rights, such as arbitration or automatic renewal. Gogo’s agreement failed all four, and the court called sign-in-wrap “a questionable form of internet contracting” as a category.
Arbitration Clauses Get Extra Scrutiny
Sign-in-wrap agreements almost always contain an arbitration clause and a class action waiver. Those provisions face heavier judicial scrutiny than ordinary terms because they strip rights users would otherwise have. A court that would enforce a general terms-of-service agreement can still refuse to enforce the arbitration clause inside it.
Several courts have signaled that burying an arbitration clause deep in a hyperlinked document is not enough. The 2026 Pennsylvania decision in Duffy v. Tatum held that an enforceable arbitration clause must explicitly state that the user is waiving the right to a jury trial, and must display that waiver prominently in bold, capitalized text rather than embedding it in a long document. Clauses tend to survive challenges when they explain arbitration in plain language, identify which disputes are covered and which are excluded, specify a venue near the consumer’s home, and allow participation by phone or written submissions.
Unconscionability
Users can also attack specific terms as unconscionable. Courts apply a sliding scale with two components. Procedural unconscionability looks at how the contract was formed: Was it take-it-or-leave-it? Was the language clear? Substantive unconscionability looks at the terms themselves: Are they unreasonably one-sided?
Most courts require some of both, but on a sliding scale. Severely lopsided terms need less procedural unfairness to be struck down, and vice versa. In Comb v. PayPal, a court found substantive unconscionability where PayPal reserved the right to freeze accounts, withhold funds, and investigate customers’ finances at its sole discretion while also allowing itself to change the agreement at any time without notice. The combination of sweeping unilateral power and no meaningful consumer recourse made the terms unenforceable.
A practical consequence: clauses that let a company change any term at any time without notice risk being deemed illusory, meaning no real contract exists at all.
Modifying Terms After Users Have Signed Up
Enforceability is often lost long after sign-up, when a business updates its terms and tries to apply the new version to existing users. Courts generally apply the same modification rules to online agreements as to paper contracts: the user needs notice of the change, an opportunity to reject it, and some form of consideration or continued benefit in exchange for the new terms.
Quietly posting revised terms is not enough. Users have no obligation to check back periodically to see whether terms have changed. Binding existing users to updated terms generally requires direct notification, usually by email, identifying what changed rather than just linking to the full revised document.
For financial services, Regulation E requires at least 21 days’ written notice before imposing changes that increase consumer fees or liability, reduce available transaction types, or tighten transfer limits.4Consumer Financial Protection Bureau. 12 CFR Part 1005 (Regulation E) – Section 1005.8 Change in Terms Notice; Error Resolution Notice That window is a useful benchmark even outside financial services.
The strongest approach for material changes is to require users to click through a fresh acceptance flow for the updated terms. That creates a new record of assent and removes the argument that the user never saw the changes. At a minimum, users should be able to reject new terms by discontinuing use without penalty.
Proving Assent Later
A perfectly designed sign-up screen is worthless in litigation if the business cannot prove what a specific user saw and when they clicked. Businesses relying on sign-in-wrap need audit trails that document each step.
A useful log captures the timestamp of the click, the IP address and device identifier, the email or username associated with the account, and a version identifier or snapshot of the exact terms-of-service page that was live at the moment of registration. The version snapshot matters most. If terms change regularly and the business cannot show which version a particular user agreed to, it may not be able to enforce any version against them.
The E-SIGN Act does not set a universal retention period. It requires businesses to maintain electronic records for whatever period other applicable laws require, in a format that can be reproduced accurately later.5Office of the Law Revision Counsel. 15 USC 7001 – General Rule of Validity Statutes of limitations for breach of contract range from three to ten years depending on jurisdiction, so retention through the longest applicable period is the safe approach.
Server logs and database entries are admissible as business records under the Federal Rules of Evidence when a qualified person certifies that the records were created in the ordinary course of business at or near the time of the event and that the storage process is reliable. Clean, consistent logging from the start is far easier than reconstructing it after a dispute.
Accessibility and Screen Readers
A notice that is visible to sighted users but invisible to users with screen readers may fail the notice requirement for those users. The Web Content Accessibility Guidelines Version 2.1, Level AA, serve as the current technical benchmark, and while the formal federal rule applies to state and local government entities, courts and plaintiffs reference it in private-sector disputes.6ADA.gov. Accessibility of Web Content and Mobile Apps Provided by State and Local Government Entities
For sign-in-wrap specifically, hyperlinks to terms need descriptive text that a screen reader can interpret. A link reading only “here,” or embedded in an image with no alt text, may not reach users relying on assistive technology. If those users cannot find the terms, they arguably never received notice at all.
The Baseline Legal Framework
Electronic contracts as a category are valid. The E-SIGN Act establishes that a contract or signature cannot be denied legal effect solely because it is in electronic form.7Office of the Law Revision Counsel. 15 USC Chapter 96 – Electronic Signatures in Global and National Commerce Forty-nine states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands have adopted the Uniform Electronic Transactions Act, which provides parallel state-law validation; New York has its own Electronic Signatures and Records Act. Electronic form is not the obstacle. The obstacle is proving the agreement was properly formed, which, for sign-in-wrap, means proving the notice was conspicuous.
One boundary worth noting: if the sign-in-wrap enrolls users in a subscription or any recurring charge, the FTC’s updated Negative Option Rule adds a separate layer of disclosure and cancellation requirements on top of the contract-formation rules discussed here.8Federal Register. Negative Option Rule Clearing the contract-formation bar does not clear the subscription-disclosure bar.
What Happens When a Sign-In-Wrap Agreement Fails
The consequences reach further than losing one case. The terms of service typically carry the company’s most valuable protections: mandatory arbitration, class action waivers, liability caps, and forum selection clauses. When the agreement itself is unenforceable, all of those provisions fall with it.
The most immediate exposure is class action litigation. An enforceable arbitration clause pushes disputes into individual proceedings that most consumers never pursue. Without it, a plaintiff’s attorney can aggregate thousands of small claims into a single class action. The Sgouros, Cullinane, and Berkson cases all started as motions to compel arbitration. When those motions failed, the companies faced the litigation their agreements had been designed to prevent.
Forum selection clauses are the second casualty. A national business without an enforceable agreement may have to defend lawsuits in whatever jurisdiction the plaintiff selects. Liability caps and damages limitations lose their force the same way. A single design flaw in the sign-up flow can strip away the entire legal architecture the company built around it.
Rebuilding is possible but expensive. It means redesigning the interface, deploying it, and obtaining fresh consent from the existing user base under the improved flow. Users who registered under the old design may remain unbound by any terms until they affirmatively agree to the updated version, and there is no way to force them to do so.