Traditionally, software developers licensed their products through negotiated agreements for complex or custom software, and through “shrink-wrap” licenses for simple or off-the-shelf software. With distribution over the Internet becoming so prevalent, however, many licensors have resorted to mass-market licensing through “click-wrap” agreements–so named because prospective licensees are asked to accept or reject displayed terms, which are similar to those of shrink-wrap agreements, by clicking on on-screen buttons.
Most lawyers agree that such contracts, unlike their controversial shrink-wrap counterparts, probably are enforceable, but because of the business implications associated with click-wrap licenses, licensors of certain types of products should think twice before choosing this licensing method. Consequently, a brief overview of click-wrap licenses, discussing the common terms and restrictions they contain and examining the implications of their use, may be warranted.
