Registration-as-Assent in Online Subscriptions: Hyperlinked Terms Plus “Registering Signifies Agreement” Forms an Enforceable Arbitration Contract

Note: The opinion’s burden-of-proof citation is expressly Marshall v. Georgetown Mem'l Hosp.’s sibling case: Marshall v. Georgetown Mem'l Hosp. is used repeatedly for standards; the specific burden quote is attributed to Marshall v. Georgetown Mem'l Hosp.’s line of cases and then to Marshall v. Georgetown Mem'l Hosp. itself. The key doctrinal point is consistent: the movant must prove a binding arbitration contract under ordinary state contract law.

B. Supreme Court FAA authorities reinforcing equal-treatment and formation sequencing

• Henry Schein, Inc. v. Archer & White Sales, Inc., 586 U.S. 63 (2019)
  
  Role in this case: Used for the proposition that a threshold question is “whether a valid arbitration agreement exists.”
• Kindred Nursing Ctrs. Ltd. P'ship v. Clark, 581 U.S. 246 (2017)
  
  Role in this case: Anchored the majority’s warning that state-law contract rules may not “single[] out arbitration agreements for disfavored treatment,” motivating its insistence that plaintiffs’ objection could not be “arbitration-specific” and had to deny the entire Terms of Use contract.
• Coinbase, Inc. v. Suski, 602 U.S. 143 (2024) (cited in dissent)
  
  Role in this case: The dissent invoked Coinbase to emphasize arbitration must be “a matter of consent,” arguing the majority’s approach risks “ambush.”

C. Cross-circuit and state authorities on online notice/assent (used as persuasive guidance)

• Meyer v. Uber Techs., Inc., 868 F.3d 66 (2d Cir. 2017)
  
  Role in this case: The majority relied on Meyer for the proposition that registration with payment info and plan selection contemplates a continuing relationship, and a reasonable user would understand hyperlinked terms govern that relationship; also used to support that clicking “Sign up now” is reasonably understood to complete registration.
• Edmundson v. Klarna, Inc., 85 F.4th 695 (2d Cir. 2023)
  
  Role in this case: Cited for the idea that a reasonable user would connect hyperlinked terms to finalizing a purchase when presented simultaneously with the transaction.
• Domer v. Menard, Inc., 116 F.4th 686 (7th Cir. 2024)
  
  Role in this case: Reinforced that presenting terms at the moment of finalizing the transaction “connect[s] the contractual terms to the services to which they apply.”
• Berman v. Freedom Fin. Network, LLC, 30 F.4th 849 (9th Cir. 2022)
  
  Role in this case: Provided the “unambiguous manifestation” formulation: a button click counts as assent only if the user is explicitly advised the click constitutes assent; the majority then emphasized this does not require “I accept” button text if notice is clear and conspicuous.
• Nguyen v. Barnes & Noble Inc., 763 F.3d 1171 (9th Cir. 2014)
  
  Role in this case: Used to acknowledge that “use-only” agreements can sometimes be enforced where the site gives explicit notice that continued use manifests assent—though the majority avoided deciding whether CuriosityStream’s “use” language would suffice, because registration was undisputed.

D. Authorities emphasized by the dissent (warning against “read” language and consumer confusion)

• Emmanuel v. Handy Techs., Inc., 992 F.3d 1 (1st Cir. 2021); Keebaugh v. Warner Bros. Ent. Inc., 100 F.4th 1005 (9th Cir. 2024); Naimoli v. Pro-Football, Inc., 120 F.4th 380 (4th Cir. 2024); Meyer v. Uber Techs., Inc., 868 F.3d 66 (2d Cir. 2017)
  
  Role in dissent: Offered as examples of common industry practice—sites ask users to “agree” or “accept,” not merely “read,” implying “read” language undermines clear notice of a contract offer.
• Applebaum v. Lyft, Inc., 263 F. Supp. 3d 454 (S.D.N.Y. 2017); Berkson v. Gogo LLC, 97 F. Supp. 3d 359 (E.D.N.Y. 2015); Sellers v. JustAnswer LLC, 73 Cal. App. 5th 444 (2021)
  
  Role in dissent: Cited to support skepticism that “Terms of Use” is self-evidently understood as a binding contract and to illustrate courts have questioned whether consumers grasp that innocuous labels signal contractual commitment.
• Holtz v. J.J.B. Hilliard W.L. Lyons, Inc., 185 F.3d 732 (7th Cir. 1999); Maersk Line, Ltd. v. United States, 513 F.3d 418 (4th Cir. 2008)
  
  Role in dissent: Invoked to argue ambiguity should be placed on the “least-cost avoider” and construed against the drafter (contra proferentem), implying CuriosityStream could have avoided the dispute by using “agree to” language.

3.2 Legal Reasoning

A. The governing formation test in the “internet context”

Applying ordinary state contract principles through the FAA, the court used the now-standard two-step inquiry articulated in Naimoli v. Pro-Football, Inc.:

1. Reasonable notice of the offer and its terms; and
2. Manifestation of assent, which may be shown by conduct.

B. Reasonable notice: interface design, context, and the hyperlink

The majority accepted (and Dhruva and Stern did not meaningfully contest on appeal) the district court’s finding that the Terms of Use hyperlink was conspicuous: orange text on an uncluttered background, close to required payment fields and the “Sign up now” button.

Critically, the majority did not treat the phrase “Terms of Use” in isolation; it relied on the context of a paid subscription and account creation. Borrowing from Meyer v. Uber Techs., Inc., it reasoned that where a user signs up, chooses a plan, and enters payment info, the process “clearly contemplate[s] some sort of continuing relationship,” making it reasonable to understand the hyperlinked Terms of Use as governing that relationship. This contextual logic was reinforced by Edmundson v. Klarna, Inc. and Domer v. Menard, Inc., which emphasize that presenting terms simultaneously with transaction completion connects those terms to the service.

The majority also used Marshall v. Georgetown Mem'l Hosp. as a foil: unlike in Marshall, where the user had to scroll/explore to find the existence of terms, CuriosityStream’s page “provide[d] clear and reasonably conspicuous notice” via a readily visible hyperlink.

C. Notice of the terms: users need not actually read them

Once reasonable notice exists, Marshall v. Georgetown Mem'l Hosp. supplies the operative rule: users are on reasonable notice of hyperlinked terms “even if [they] never read them.” The majority applied that principle to hold Dhruva and Stern were charged with notice of what the Terms of Use said about assent and arbitration.

D. The “read” vs. “agree” dispute: why the majority treated the Terms of Use as curing the sign-up page’s wording

The district court’s denial of arbitration turned on the sign-up page’s phrasing (“you agree that you’ve read our Terms of Use”), concluding it did not clearly signal that clicking “Sign up now” expressed agreement to be bound.

The Fourth Circuit reframed the problem: the sign-up page was not the sole source of assent mechanics. The hyperlinked Terms of Use itself stated—in all caps on page one—that an “affirmative act of using and/or registering” signifies agreement, and warned: “IF YOU DO NOT AGREE, DO NOT USE AND/OR REGISTER.” Because users had reasonable notice of the Terms of Use, the majority reasoned they could not claim ignorance of that “registering” = “agreeing” rule. In short, the sign-up page’s “read” language did not negate contract formation where the accessible Terms of Use unambiguously defined registration as assent.

E. Manifestation of assent: registration (including clicking “Sign up now”) as objective assent

The majority treated “registering” as the central assent act. It observed the complaint itself alleged plaintiffs “created a CuriosityStream.com account” and paid for a subscription—functionally conceding registration. It also noted plaintiffs used the site to watch content, which CuriosityStream asserted (unchallenged) required registration.

Addressing button-click assent standards, the majority quoted Berman v. Freedom Fin. Network, LLC for the proposition that a click is unambiguous assent only if the user is explicitly advised that clicking constitutes assent. The court then relied on Marshall v. Georgetown Mem'l Hosp. to stress that an “I agree” label is unnecessary so long as there is “clear and conspicuous notice” of the click’s significance. Here, because the Terms of Use explicitly advised that “registering” signifies agreement, clicking “Sign up now” to complete registration manifested assent.

F. FAA equal-treatment principle as a constraint on “heightened clarity” demands

A notable move in the majority’s reasoning is its reliance on Kindred Nursing Ctrs. Ltd. P'ship v. Clark to caution against special hurdles for arbitration clauses. Plaintiffs conceded they could not ask the court to impose arbitration-specific notice requirements; they had to deny the Terms of Use contract as a whole. The majority used that concession to underscore how implausible plaintiffs’ position was in context: subscription services require enforceable terms governing outages, prohibited conduct, taxes, and more—making it unreasonable to treat the transaction as non-contractual.

3.3 Impact

A. Doctrinal significance in the Fourth Circuit

The decision strengthens enforcement of online arbitration clauses where:

• the checkout/registration page contains a conspicuous hyperlink to terms; and
• the hyperlinked terms clearly define a user action—especially “registering”—as manifesting assent.

The practical doctrinal upshot is that the Fourth Circuit will look beyond a single ambiguous sentence on the payment page and may treat the hyperlinked Terms of Use as the definitive source for how assent is manifested, provided users had reasonable notice of the terms’ availability.

B. Incentives for platform design and drafting

For businesses, the opinion encourages a two-layer structure: (1) conspicuous hyperlink placement at the moment of account creation/payment, and (2) explicit “registering/clicking signifies agreement” language inside the Terms of Use. For consumers and plaintiffs, it narrows the effectiveness of attacks premised solely on “read” language when the Terms of Use itself clearly states that registration constitutes agreement.

C. Litigation posture and class action dynamics

Because the court compelled individualized arbitration, the decision may significantly limit class litigation in privacy and consumer claims against subscription services in the Fourth Circuit when comparable web flows exist. Expect defendants to more aggressively develop evidentiary records (CTO declarations, screenshots, version-controlled terms) to prove historical interface design and terms in effect at sign-up.

D. The dissent’s predicted risks

Judge Wilkinson’s dissent warns the majority’s “context” reasoning replaces Marshall’s “clear and conspicuous” notice requirement with “murky totality” analysis, potentially increasing litigation over marginal phrasing (“read,” “acknowledge,” “aware,” etc.). The dissent also argues the burden should fall on businesses (the “least-cost avoider”) to use plainly contractual language (“agree to”), invoking Holtz v. J.J.B. Hilliard W.L. Lyons, Inc. and Maersk Line, Ltd. v. United States.

4. Complex Concepts Simplified

• Federal Arbitration Act (FAA): A federal statute requiring courts to enforce arbitration agreements like other contracts. It does not allow states to create special, arbitration-only barriers (as emphasized via Kindred Nursing Ctrs. Ltd. P'ship v. Clark).
• Reasonable notice: Whether the website’s design and text would alert a “reasonably prudent user” that terms exist and are part of the deal (a central teaching of Marshall v. Georgetown Mem'l Hosp.).
• Manifestation of assent (objective assent): The law generally asks what a person’s actions would communicate to a reasonable observer, not what they subjectively intended. Clicking a button or completing registration can be assent if the user is adequately told that those actions mean “I agree.”
• Clickwrap vs. browsewrap (informal taxonomy):
  • Clickwrap typically requires an “I agree” click or checkbox.
  • Browsewrap often claims mere use binds the user, which courts scrutinize closely.
  This case is closer to a “sign-in wrap” model: assent is inferred from completing account registration with conspicuous hyperlinked terms and text tying registration to agreement.
• Contra proferentem: A canon construing ambiguities against the drafter. The dissent invoked it (via Maersk Line, Ltd. v. United States) to argue CuriosityStream should bear the cost of ambiguous “read” language, though the majority effectively found no ambiguity once the Terms of Use’s “registering signifies agreement” language is considered with conspicuous notice.

5. Conclusion

Rohan Dhruva v. CuriosityStream, Inc. clarifies that, in the Fourth Circuit, a subscriber can be bound to an arbitration clause when (1) the sign-up interface provides reasonably conspicuous notice of hyperlinked Terms of Use and (2) the Terms of Use clearly state that “registering” signifies agreement—so that completing registration (including clicking a “Sign up now” button) constitutes objective assent.

The majority’s approach is notably practical: it treats subscription sign-up as a paradigmatic continuing relationship where contractual terms are expected, and it refuses to let “read” phrasing on a payment page defeat assent when the accessible Terms of Use plainly define registration as agreement. The dissent, by contrast, cautions that consumer-facing clarity should be demanded at the point of signup and warns against inferring consent from ambiguity. Whatever one’s view, the decision will likely become a central citation in Fourth Circuit disputes over “sign-in wrap” formations and arbitration enforcement in online consumer services.