No. The riders didn't agree to Uber's rules because Uber didn't do a good job of showing them the rules in the first place. A contract is only fair if both sides know what they're agreeing to. The court looked at the sign-up screen and saw that the link to the legal terms was not very noticeable. It was surrounded by other, more eye-catching things. The court said that if you make everything on a screen look special, then nothing really stands out. Since the link was easy to miss, the riders never legally agreed to give up their right to sue Uber in court.

No, Uber's app sign-up process did not make the Terms of Service clear enough because the link to the terms and the notice text were hard to see compared to other things on the screen. The link didn't look like a typical link, and other text and buttons on the screen were easier to notice. The text saying that signing up meant agreeing to the terms was small and didn't stand out. So, Uber didn't properly let users know about the terms, and users didn't clearly agree to the arbitration requirement. The court said online agreements must be clear and obvious to be valid.

"Because [Amazon's] motion to compel arbitration was made in connection with a motion to dismiss or stay, we draw the relevant facts from the operative complaint and the documents submitted to the district court in support of the motion to compel arbitration."

The Court draws the following facts from the complaint and from the documents submitted in support of the motion to compel arbitration.

—concluding that Uber's registration process did not create a contract because it did not provide reasonable notice to users of the terms and conditions.

—explaining that a "clickwrap" contract requires a user to indicate affirmative assent to a contract but does not require the user to view the contract to which she is assenting

—the court noted that, unlike here, "Uber chose not to use a common method of conspicuously informing users of the existence and location of terms and conditions: requiring users to click a box stating that they agree to a set of terms, often provided by hyperlink, before continuing to the next screen. Instead, Uber chose to rely on simply displaying a notice of deemed …

—noting that hyperlinks "are commonly blue and underlined" and collecting cases (internal quotation marks omitted

—explaining the need for "reasonably conspicuous notice of the existence of contract terms and unambiguous manifestation of assent to those terms

—under Massachusetts law, no assent to Uber's terms of service where terms were "displayed in a dark gray small-sized non-bolded font against a black background" and the "hyperlink did not have the common appearance of a hyperlink

"When deciding whether the parties agreed to arbitrate a certain matter (including arbitrability), courts generally... should apply ordinary state-law principles that govern the formation of contracts."

Plaintiffs rely on decisions finding insufficient notice in some cases where contracts were presented through ambiguous hyperlinked text that recipients might not have recognized as links to the text of the contract.

No. The design of Uber's registration screen did not provide reasonably conspicuous notice of the Terms of Service, and therefore, the plaintiffs did not unambiguously assent to the arbitration agreement contained within them. Under Massachusetts law, contract terms in an online agreement are enforceable only if they are reasonably communicated and accepted. The key inquiry is whether the notice of the terms was conspicuous. Here, the hyperlink to the 'Terms of Service & Privacy Policy' was diminished by the presence of other equally or more prominent visual elements on the screen, such as other capitalized text, bolded fonts, and large, colorful buttons. The court reasoned that 'If everything on the screen is written with conspicuous features, then nothing is conspicuous.' Furthermore, the notice language itself was displayed in a small, dark gray font on a black background, making it hard to see. Because the terms were not reasonably communicated, a valid agreement to arbitrate was not formed.

No, Uber's registration process did not provide reasonably conspicuous notice of the Terms of Service because the app interface diminished the conspicuousness of the Terms of Service hyperlink and notice text. The hyperlink was displayed in a gray rectangular box in white bold text, which did not have the common appearance of a hyperlink. Other terms on the screen were displayed with similar or more prominent features that drew the user's attention away from the hyperlink. The notice text was in an even smaller font and not distinctive from surrounding text. Therefore, Uber did not reasonably communicate the terms to the plaintiffs and did not obtain their unambiguous assent to the arbitration clause. The court emphasized that clarity and conspicuousness of the terms are essential for electronic contracts to be enforceable.

Cullinane v. Uber Technologies, Inc.

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