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How to write your PAD Software Distribution Clickwrap Agreement
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Use cases for this template
NimbusLedger secures enterprise assent during a rapid SaaS rollout
The Challenge
NimbusLedger, a mid-market finance SaaS, faced stalled deals after two buyers disputed whether their employees had the authority to accept the online terms, and sales cycles slowed as the legal team fielded repeated questions about version control, acceptance records, and renewal clauses.
The Solution
They implemented a clearer clickwrap flow that required explicit assent before account creation and aligned the entire agreement with order forms, then used Proposal Kit to build supporting documents-an internal acceptance-records playbook, a customer-facing Assent Evidence Report, and a rollout plan-while automated line-item quoting created transparent licensing and support options tied to the contract terms.
The Implementation
Legal finalized the clickwrap template in their system, while operations used Proposal Kit's document assembly to produce a stakeholder brief and the AI Writer to draft a compliance overview, training guide for sales, and a post-launch report explaining how users would be required to consent; finance packaged tiered pricing with line-item quoting and attached the materials to proposals sent to prospects.
The Outcome
Prospects understood the contract acceptance process, sales teams could respond consistently using the new documents, disputes dropped, and executive buyers signed with confidence that employee acceptances were captured and traceable.
ArcadeFox streamlines a mobile TOS update across regions
The Challenge
ArcadeFox planned a global game update that added social features but needed fresh assent to revised terms across multiple app stores and countries, and marketing worried the prompts would hurt the in-app customer experience.
The Solution
They redesigned the click-through to require users to open the terms before enabling the Accept button and placed clear links to policies, then turned to Proposal Kit to create a regional rollout brief, an A/B testing plan to measure impact on conversions, and a partner FAQ explaining the changes; pricing for optional premium features was organized with line-item quoting in a companion proposal.
The Implementation
The legal contract remained the standard clickwrap template, while product and marketing used Proposal Kit's document assembly to package the test plan, schedule, and creative guidelines, and the AI Writer generated a concise executive report and localization notes that product managers circulated to regional teams and resellers.
The Outcome
App stores approved the update without delay, users encountered a clearer acceptance step, support teams saw fewer tickets about terms, and regional partners had consistent documentation to reference.
Portside Supply harmonizes vendor onboarding for a B2B marketplace
The Challenge
Portside Supply onboarded hundreds of vendors monthly, but inconsistent emails and ad hoc PDFs led to confusion over who was agreeing on behalf of each seller and what fees applied under the marketplace license.
The Solution
They centralized onboarding around a clickwrap acceptance at account creation and used Proposal Kit to produce a Vendor Welcome Proposal, an onboarding timeline, and a roles-and-authority guide; finance attached a detailed fee schedule using automated line-item quoting so vendors could see how pricing mapped to the contract.
The Implementation
The legal template stayed unchanged in the platform, while operations assembled the proposal documents with Proposal Kit and had the AI Writer draft a training brief for account managers and a risk-mitigation report describing escalation paths when a vendor attempted to dispute acceptance or request negotiation.
The Outcome
Vendors completed onboarding faster, account managers referenced standard materials to answer questions, and the marketplace reduced back-and-forth over acceptance and fees while maintaining a defensible record of consent.
Abstract
This online software contract functions as a clickwrap agreement that sets out clear contractual terms for access, licensing, payment, support, intellectual property, termination, dispute resolution, and indemnification. It makes the rights and limitations explicit: customers receive access to the Software and Services but no ownership of Source Code or Company Materials, may not redistribute, and accept that the product is provided as is without customization. Fees are due before the license start date, renewal pricing may change, support follows stated specifications, and the Company may terminate for nonpayment, breaches, or expiration.
The agreement also limits warranties, requires protection of proprietary information, restricts transfer, and provides that, if a court proceeding is necessary, the prevailing party recovers fees. Users represent that they have the authority to bind the buyer.
Legal enforceability turns on the contract acceptance process. Under the federal Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act adopted in many states under uniform state laws from the National Conference, electronic agreements and signatures can be legally binding if the website's terms are presented with reasonable notice and users manifest assent. Clickwrap agreements provide this by requiring users to check a box or take further action prior to installing software or making online purchases.
Courts have found clickthrough agreement designs enforceable when clear language, a visible link to terms, and affirmative acceptance exist; courts have disagreed when improperly implemented clickwrap agreements resemble browsewrap agreements or sign-in wrap without adequate notice. To enforce clickwrap agreements and avoid unnecessary legal risk, organizations should record data captured at acceptance (time, IP, version control of terms) to supply evidence needed in any proceeding.
Common examples include checkout flows, login pages, and download software screens. Different types and different designs can achieve acceptance, but the likelihood of enforcement depends on factors such as how terms are presented, whether privacy policies are linked, and whether consumers can reasonably refuse or reject. In high-volume e-commerce, this agreement process necessarily involves automation, records, and verification so a plaintiff or buyer cannot later dispute the existence or validity of assent. Shrink wrap and other forms may be similarly afforded enforcement under certain circumstances.
Proposal Kit helps teams develop a click wrap agreement solution and related documents faster. Its document assembly, automated line-item quoting, AI Writer for supporting materials, and extensive template library can facilitate writing clear clauses, organizing versions, and building consistent, easy-to-use paperwork that supports compliance and a better customer experience.
Further considerations help make a clickwrap agreement legally enforceable in real-world deployments. To form a binding agreement, require users to give customer consent through an explicit checkbox and clear assent language, with the agreement prior to installing software or transacting. The criteria courts generally apply include conspicuous presentation, a visible link to contract terms, unambiguous acceptance, and reliable records.
Courts have found enforceable designs where users must take affirmative steps; in contrast, a court disagreed when screens buried terms or mimicked browsewrap. Because employees often accept on behalf of an organization, the interface should state authority and that the user is expected to bind the buyer to the entire agreement. Some companies also add optional arbitration provisions to streamline disputes. Enterprise customers may negotiate business terms, but the core clickthrough acceptance still needs to establish who is signing and for what. These practices protect both parties, reduce the chance that a plaintiff can attempt to void assent, and improve predictability across the internet and across the country.
Operationally, such agreements should be implemented in different ways that fit checkout flows and download pages without negatively impacting online customer experience. Acceptance language should be clear, the link to terms prominent, and the process simple so users can respond quickly. Benefits include reduced friction, fewer disputes, and clearer authority chains within a team. It is critical to confirm whether an employee has authority to act on the company's behalf and to capture a contemporaneous signature acknowledgment in the flow.
Proposal Kit can help organizations assemble a clickwrap agreement solution and related documentation. Its template library and document assembly can establish consistent contract terms, while the AI Writer assists teams in writing clauses for authority, acceptance, arbitration options, and disclosures. Automated line-item quoting supports negotiated licensing offers around the agreement, helping buyers understand scope and price in different ways without sacrificing clarity.
Additional points strengthen implementation beyond the basics of notice and assent. Treat updates as change-managed events: display a summary of revisions, require fresh assent for material changes, and archive prior versions so users are aware of what they accepted and when. In several matters, a court found unilateral, retroactive changes without clear notice diminished legal enforceability; proactively communicating updates and gating access until acceptance reduces that risk. For mobile apps, avoid pre-checked boxes, keep the acceptance control disabled until the terms are opened, and ensure accessibility so all users can reasonably review the terms.
Operational readiness also matters. Train frontline and support teams to recognize when an employee is acting on behalf of an organization and to route enterprise buyers to an appropriate flow. Capture decline paths and provide a way to proceed without installing when users refuse terms. Build internal playbooks for handling account transfers and authority disputes so the business can respond quickly and consistently.
Finally, align the clickwrap with related policies. Reference privacy and data retention summaries next to the acceptance action, confirm the entire agreement clause aligns with order forms, and ensure renewal and termination language matches billing communications. Ultimately, these governance steps reduce friction for customers while preserving a defensible record of assent.
Writing the PAD Software Distribution Clickwrap Agreement document - The Narrative
SOFTWARE DISTRIBUTION CLICKWRAP AGREEMENT
Note - this agreement assumes that it is enacted by an agreement made online. Typically this is done by including a checkbox or initial box in the software or web site. As a part of the installation and operation of the Software you are about to download and/or run, you will be required to accept the following terms and conditions.
This is a legal contract which dictates the terms and limitations of the license and warranty. If you do not agree to the following terms and conditions, you must delete and/or destroy any and all copies of this Software and related files.
By downloading, installing or using our Software, you are explicitly agreeing to all of the following terms and conditions:
Specifications
Company provides its Software in the following versions:
Insert versions offered, such as "Registered" and Unregistered" and explain the process for evaluation (if any), upgrading and/or licensing other versions of the software. Include a statement about whether the software is full-featured and is "unlocked" by registering and purchasing a license or whether this is a limited version and users must download a different full-featured version of the Software.
1 Definitions
"Software" shall mean the Software or Program(s) to be provided by Company to Customer under this Agreement. "License Fee" shall mean the one-time or recurring fee paid to Company as compensation for continued use of the Software or its related services. "Support Services" shall mean any help, support, setup, installation, or other assistance rendered under this Agreement. "Source Code" shall mean the readable forms together with make and build files.
"Customer Data" shall mean all information, data, storage, files or input the Customer has made with or in conjunction with the usage of the Software. "Delivery" shall mean the Software as transmitted by Company to Customer electronically and in accordance with security measures agreed upon by both parties as described in the Specifications. "Company Materials" shall mean any software, code, data, graphics, documentation or other materials or resources transmitted to Customer in order to provide any of the services under this Agreement. "Evaluation Period" shall mean the length of time that a license shall be valid at no additional charge for a particular piece of Software or a Service rendered by Company to Customer.
2 Service and Software Provisions
Rights and License Granted
Under the Company's Software agreement, Customer shall not be granted any rights or license to the Software or Services. Customer acknowledges that through its subscription payments to Company, it is granted access to the Software and Services. Customer further acknowledges that at no time shall Customer be entitled to download, distribute, install or otherwise redistribute the Software in any form not explicitly covered by this Agreement. The Customer understands that access to the Software ends when one of the following events takes place: 1) Customer fails to make a subscription or license payment; 2) Customer violates the terms of this Agreement; or 3) Customer returns, reverses or does a chargeback or otherwise cancels the license or subscription with a 30-day written notice and Customer's account is paid in full.
Limitations to Rights and License
At no time will Customer hold title to or ownership of any of the Software, Company Data or Source Code or any Materials provided to Customer during the term of this Agreement.
3 Length of Service or License
Insert license time constraints here. For example, state whether upgrades are included for a length of time and describe any fees required to get continued updates or upgrades. Customer agrees to the initial length of the license ("Term").
The length of contract required is based on the type of license desired by Customer and shall be determined solely by Company as defined in the payment option selected by Customer.
4 Software License Start Date
All license fees, if any, shall be due in advance of any service provided or license granted. Service and/or license shall begin upon Company receipt of payment for such first Term of service or upon a mutually agreed upon alternate date.
5 Renewal or Upgrade Pricing
Renewal prices for online services, upgrades or reoccurring licenses are subject to change. Renewal of services or upgrading by Customer indicates agreement to any contract revisions and price changes. Company does not guarantee pricing for any period of time and Customer shall not be reimbursed or compensated for future increases and decreases between versions of software or services.
6 Software Customization
Customer acknowledges that the Software is provided "as is" and "as delivered" and cannot be construed as being able to be customized or modified in any way. Customer assumes all responsibility to review all features included in the Software prior to signing this Agreement.
7 Software Support
All support for the Software shall be conducted as defined in the Specifications. End-User Pricing and Services Compensation are subject to change at the sole discretion of Company.
Terms of Payment
Terms of payment are C.O.D. unless credit approval has been granted by Company. If credit approval has been granted, credit terms are net ten (10) days upon receipt of invoice. Company reserves the right to revoke any credit extended if payment is in arrears for more than thirty (30) days.
Proprietary Information
Proprietary information exchanged hereunder shall be treated as such by Customer. This information shall include, but is not limited to, the provisions of this Agreement, product and services information, materials, software, code, pricing, or any other materials transmitted to Customer under this Agreement. Customer agrees not to (a) decompose, disassemble, decode, or otherwise reverse engineer any Company program, code, or technology installed or delivered to Customer or any portion thereof; (b) transmit or allow to be transmitted any such materials to any third party except as necessary for the fulfillment of this Agreement; (c) sublicense or allow use of any materials or use of any provided services to any third party without written permission from Company; or (d) use any Materials or Services in any way not intended or expressly provided for by this Agreement.
Customer Information Content
Company will exercise no control whatsoever over the content of the information passing through the software, network, email, or web site.
Warranties
Company makes no warranties or representations of any kind, whether expressed or implied, for the Software it is providing. Company also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by Customer, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or due to errors or omissions of Customer. Use of any information obtained by way of Company is at Customer's own risk, and Company specifically denies any responsibility for the accuracy or quality of information obtained through its services.
Connection speed represents the speed of an end-to-end connection. Company does not represent guarantees of speed or availability of end-to-end connections. Company expressly limits its damages to Customer for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability. Company specifically denies any responsibilities for any damages, direct or indirect, arising as a consequence of such unavailability.
1 No Duty to Customer's Users Not Directly Contracted with Company
Company shall have no obligation to support, train or troubleshoot issues for any third-party user due to problems arising out of the use of the Software provided to Customer by Company. Third parties shall include, but are not limited to: vendors, contractors, Customer's customers, Customer's clients or any third party not directly contracted with Company for Software and Software Support.
Trademarks
Customer warrants that Customer has the right to use any applicable trademarks or copyrighted materials that Customer integrates or uses in connection with this Software.
Transfer of Agreement
Customer may not assign or transfer this Agreement, in whole or in part, without the prior written consent of Company. In the event that Customer contemplates whole or partial sale of Customer's business, ownership change, or change in jurisdiction, Customer shall notify Company by mail, facsimile, or email no less than sixty (60) days prior to the effective date of the event.
Termination
Company may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events: 1) failure to comply with any provisions of the Agreement upon receipt of written notice from Company of said failure, 2) appointment of receiver or the filing of any application by Customer seeking relief from creditors, 3) expiration of current license fee or evaluation period, or 4) upon mutual agreement in writing by Company and Customer.
Disputes
If legal proceedings are commenced to resolve a dispute arising out of or relating to this Agreement, the prevailing party shall be entitled to recover all costs, legal fees, and expert witness fees as well as any costs or legal fees in connection with any appeals.
Indemnification
Customer shall indemnify and hold Company harmless from and against any and all claims, judgments, awards, costs, expenses, damages, and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted, or imposed against Company directly or indirectly arising from or in connection with Customer's marketing or Support Services of the product or Services or the unauthorized representation of the product and Services or any breach of this Agreement by Customer.
General
If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement and any disputes arising hereunder shall be governed by the laws of State State. A failure by any party to exercise or any delay in exercising a right or power conferred upon it in this Agreement shall not operate as a waiver of any such right or power. The parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their use of the Software provided by Company.
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Frequently Asked Questions
How do I customize this contract to fit my business needs?
Customizing this contract involves editing the document to include your business details, terms, and conditions. The templates are designed to be flexible, allowing you to insert your company's name, address, and other relevant information. You can modify clauses to reflect your unique business practices and legal requirements.
Is this contract compliant with laws and regulations?
The legal contract templates are written by legal professionals and designed to comply with current laws and regulations at the time of their writing. However, laws can vary by jurisdiction and change over time, so it's recommended to have your contract reviewed by a local attorney to ensure it meets all legal requirements specific to your region and industry. Templates are licensed as self-help information and not as legal advice.
Can I use the same contract for different clients or projects?
You can use the same contract for different clients or projects. The templates are versatile and easily adapted for various scenarios. You will need to update specific details such as client names, project descriptions, and any unique terms for each new agreement to ensure that each contract accurately reflects the particulars of the individual client or project.
What should I do if I encounter a clause or term I don't understand?
If you encounter a clause or term in the contract that you need help understanding, you can refer to guidance notes explaining each section's purpose and use. For more complex or unclear terms, it's advisable to consult with a legal professional who can explain the clause and help you determine if any modifications are necessary to suit your specific needs.
How do I ensure that the contract is legally binding and enforceable?
To ensure that the contract is legally binding and enforceable, follow these steps:
- Complete all relevant sections: Make sure all blanks are filled in with accurate information.
- Include all necessary terms and conditions: Ensure that all essential elements, such as payment terms, deliverables, timelines, and responsibilities, are clearly defined.
- Signatures: Both parties must sign the contract, and it is often recommended that the contract be witnessed or notarized, depending on the legal requirements in your jurisdiction.
- Consult a legal professional: Before finalizing the contract, have it reviewed by an attorney to ensure it complies with applicable laws and protects your interests.
Ian Lauder has been helping businesses write their proposals and contracts for two decades. Ian is the owner and founder of Proposal Kit, one of the original sources of business proposal and contract software products started in 1997.By Ian Lauder
Published by Proposal Kit, Inc.Disclaimers
Proposal Kit, Inc. makes no warranty and accepts no responsibility for the suitability of any materials to the licensee's business. Proposal Kit, Inc. assumes no responsibility or liability for errors or inaccuracies. Licensee accepts all responsibility for the results obtained. The information included is not legal advice. Names in use cases have been fictionalized. Your use of the contract template and any purchased packages constitutes acceptance and understanding of these disclaimers and terms and conditions.
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