At some point in our lives, we have all clicked “Agree” or “Yes” on a click-through agreement to install new software or get access to an Internet service. The agreement usually presents itself in a small box, and if you click “No” or “Disagree,” you are unable to use the software or service.

In your personal life, by clicking “Agree” you are legally saying that you will abide by the terms and conditions set out in the license agreement. It is basically “take it or leave it.” If you have not even read it, then you do so at your own risk.

In your professional life, by clicking “Agree” to access software or services that will involve Confidential University Data, you may potentially be exposing Penn to unnecessary risks. You may be agreeing legally to conditions that you do not understand or have not read. 

Click-through agreements can present significant legal and business issues. They can place sensitive data at risk, expose Penn to liability, compromise ownership of intellectual property or cause you or Penn to pay additional fees.

Click-through agreements may include problematic terms such as:

• All warranties are expressly disclaimed—the software or service is provided “as-is”
• Little or no protection for confidentiality of information 
• No vendor liability for damages–including if the vendor causes a security breach that exposes Penn’s sensitive data
• In contrast, the purchaser will have liability for all forms of damages
• Vendor may gain an ownership right in Penn’s data or intellectual property for its own use 

For third-party vendors, applications or services that will host, store or have access to Confidential University Data, you should not agree to a click-through agreement. Instead: 

• Consult the Data Classification and Review Framework (pdf).
• Use the SPIA for Vendors Tool (pdf) to vet the third party.
• Contact Purchasing Services so that they may assist you in entering into a contract that has appropriate security and privacy protections based on the sensitivity of the data.

For additional tips, see the One Step Ahead link on the Information Security website.