Your AI Agent Just Clicked "I Agree." Is Your Company Bound?
A purchasing manager asks an AI agent to find a cheaper shipping vendor, set up an account, and book the first pickup. The agent does it in four minutes. Along the way, it checks a box that says "I agree to the Terms of Service." Those terms include auto-renewal, a liability cap, an arbitration clause, and a forum in another state.
Nobody at the company read them. Nobody at the company clicked anything.
This article is written for owners, executives, and counsel at companies that let AI agents act for them, not for companies building agents.
When an AI agent accepts online terms on your company's behalf, is your company bound?
Short answer: Often, yes. Under Pennsylvania's Electronic Transactions Act (73 P.S. § 2260.310) and the federal E-SIGN Act (15 U.S.C. § 7001(h)), a contract can be formed by an electronic agent even when no person reads the terms, and traditional agency law treats the agent as the company's tool. Whether a specific click binds the company turns on attribution, notice, and the state law that applies.
What Changed in 2026
On August 4, 2026, the Ninth Circuit decided Amazon.com Services, LLC v. Perplexity AI, Inc., No. 26-1444, 184 F.4th 1083. The case was about the Computer Fraud and Abuse Act, not contract law, but the court described the AI shopping assistant as "a tool, not a person," and concluded that "it is the user who 'accesses' Amazon's computers, with the help of the Assistant." The court added that it was not establishing "a new legal regime governing agentic AI."
On March 3, 2026, the Pennsylvania Superior Court decided Duffy v. Tatum, 2026 PA Super 41, refusing to enforce an arbitration clause in a moving company's online terms that a customer accepted with a single checkbox.
On January 16, 2026, the New York City Bar Association urged the Legislature to bring New York's e-signature law in line with the Uniform Electronic Transactions Act, noting that New York is the only state that hasn't adopted it and that current law lacks rules on attribution and automated transactions.
Can an AI Agent Legally Form a Contract?
The rule: Under UETA § 14, adopted in Pennsylvania as 73 P.S. § 2260.310, a contract may be formed by electronic agents even if no individual reviews the agents' actions or the resulting terms.
Section 14 of the Uniform Electronic Transactions Act, Pennsylvania's 73 P.S. § 2260.310, says a contract "may be formed by the interaction of electronic agents of the parties, even if no individual was aware of or reviewed the electronic agents' actions or the resulting terms and agreements." It also covers a contract formed between one side's electronic agent and an individual on the other side.
The statute defines an "electronic agent" broadly: a computer program or other automated means "used independently to initiate an action or respond to electronic records or performances, in whole or in part, without review or action by an individual." That 1999 definition fits today's AI agents.
The federal rule: Under the E-SIGN Act, 15 U.S.C. § 7001(h), a contract in interstate commerce can't be denied effect solely because an electronic agent formed it, as long as the agent's action is legally attributable to the person to be bound.
So the question isn't whether an agent can form a contract. It's whose contract it is.
Who Is Bound When an AI Agent Accepts Terms?
The rule: Under 73 P.S. § 2260.305, an electronic record is attributable to a person "if it was the act of the person," which "may be shown in any manner," including through a security procedure. E-SIGN likewise requires that an agent's action be "legally attributable to the person to be bound."
Neither statute says when an AI agent's click is "the act of" your company. Courts look to ordinary agency and contract principles.
The traditional answer isn't comforting. The Restatement (Third) of Agency, § 1.04 comment e, takes the position that a computer program can't be an agent in the legal sense because it isn't a person that can hold rights or owe duties. As Professor Deborah DeMott explains in Agency Law in Cyberspace, common-law agency treats an "electronic agent" as "the instrumentality of the person who uses it," like a fax machine or a calculator.
That framing cuts against companies. An employee who goes on a "frolic" of his own can take the employer outside vicarious liability. A tool doesn't go on a frolic. If your agent was deployed by you, logged in with your credentials, and paid with your card, a counterparty will argue that what it did was your act.
The Ninth Circuit's Perplexity reasoning, although limited to computer-access law, points the same way. If the user is the one acting "with the help of" the agent, a merchant will say the user is also the one agreeing.
Do Clickwrap Rules Apply When an AI Agent Clicks "I Agree"?
The rule: In the Second Circuit, an online contract is formed when a reasonably prudent user would have reasonably conspicuous notice of the terms and the user unambiguously manifests assent (Meyer v. Uber Technologies, Inc., 868 F.3d 66 (2d Cir. 2017)). Courts in the Third Circuit ask similar notice-and-assent questions.
Meyer enforced Uber's app terms on that basis. In Starke v. SquareTrade, Inc., 913 F.3d 279 (2d Cir. 2019), applying New York law, the court reached the opposite result where the terms were buried in a follow-up email. The Third Circuit, applying New Jersey law in James v. Global TelLink Corp., 852 F.3d 262 (3d Cir. 2017), declined to bind users to website terms they were never prompted to review. And on October 13, 2026, the Eastern District of Pennsylvania enforced a checkout-page clickwrap in Popowicz v. Metroplex Trading Co., No. 26-3564, noting that it isn't necessary for the user to have actually read the terms.
Every one of those cases asks what a reasonably prudent person would notice on a screen. An AI agent doesn't see a screen the way a person does. It may parse the entire page, fine print included.
That creates an uncomfortable possibility. The "I never saw it" argument that sometimes protects human users may be weaker when your agent processed every word. Courts haven't squarely addressed this, and they may treat the human principal as the relevant "user." Companies shouldn't plan on it.
How Do Pennsylvania and New York Law Differ on AI Agent Contracts?
Pennsylvania has the full UETA framework, plus a non-uniform chapter on security procedures. Under 73 P.S. § 2260.701, if the parties agree to use a security procedure, a record can be attributed to the person the procedure identifies, but only if the relying party shows the procedure was commercially reasonable and that it relied in good faith. That chapter doesn't apply to consumer transactions.
The Pennsylvania consumer arbitration rule: Under Duffy v. Tatum, 2026 PA Super 41 (Mar. 3, 2026), an online consumer waives the jury-trial right only if the sign-up screen says so explicitly and the waiver appears "prominently in bold, capitalized text." Weeks earlier, in a non-precedential decision, Cobb v. Tesla, Inc., No. 2879 EDA 2024 (Pa. Super. Feb. 18, 2026), the court enforced an electronically signed employment arbitration clause and distinguished "a hyperlinked or mobile-device-application consumer product or services contract." A business that sent an agent to accept vendor terms shouldn't assume it gets consumer-level protection. Outside arbitration, Popowicz shows Pennsylvania federal courts enforcing ordinary clickwrap forum clauses, even against a Pennsylvania resident.
The New York rule: New York is the only state that never adopted UETA. Its Electronic Signatures and Records Act gives an electronic signature "the same validity and effect as the use of a signature affixed by hand" (N.Y. State Tech. Law § 304), but it has no automated transaction or attribution provisions. As the City Bar report notes, purely intrastate New York transactions fall under ESRA, while interstate and international transactions fall under E-SIGN. Most agent-driven purchases cross state lines, so E-SIGN's electronic agent rule will often apply. Where it doesn't, New York courts are left to common-law contract formation and agency principles, which is less predictable.
If your vendor terms pick a governing law, read that clause first. I discussed how those clauses work in Pennsylvania and New York choice of law clauses.
Can a Company Undo an AI Agent's Mistake?
The rule: Under 73 P.S. § 2260.306(2) (UETA § 10), an individual may avoid an error made in dealing with another person's electronic agent if that agent offered no way to prevent or correct it. The provision doesn't cover errors by a company's own agent.
The rule lets "an individual" avoid an erroneous record that resulted from the individual's own error "in dealing with the electronic agent of another person," if that other person's agent didn't offer a chance to prevent or correct the error. The individual also has to act promptly, return what was received, and not have benefited.
It protects a person who mistypes a quantity on a merchant's website. If the mistake came from your agent, you're likely back to the general law of mistake and whatever the contract says, which usually isn't much.
What Businesses Should Not Assume
Don't assume "the AI did it" is a defense. Under the traditional agency view, a tool that malfunctions is still your tool.
Don't assume Perplexity settled anything about contracts. It decided a computer-access question on a preliminary injunction record.
Don't assume your AI vendor's terms protect you. Many agent platforms disclaim responsibility for what the agent does. Read them before you deploy.
Don't assume a spending limit is an authority limit. A card cap controls money. It doesn't stop an agent from accepting an indemnity, an auto-renewal, or an exclusivity clause.
What General Counsel Should Do Now
Inventory where agents can accept terms. Know which tools can create accounts, check boxes, or complete checkouts, and under whose credentials.
Set written authority limits. Define what an agent may accept on its own, by dollar amount, contract term, and clause type, and what must go to a human.
Require a human checkpoint for legal terms. Arbitration, indemnity, auto-renewal, exclusivity, and governing law should trigger review before acceptance.
Use separate credentials and payment methods. Agent-specific accounts and virtual cards make the agent's actions provable and easy to cut off.
Keep logs. Preserve the instruction given, the pages the agent saw, and the terms it accepted. Attribution disputes are won with records.
Negotiate your agent vendor's contract. Address error responsibility, audit trails, and indemnity for actions outside your instructions. I covered the broader framework in SaaS and AI vendor contracts.
Update your own master agreements. Consider language stating that automated acceptance of a counterparty's online terms doesn't override your negotiated contract.
Train the people who deploy agents. Most problems start with a broad instruction.
The Practical Takeaway
The law already lets software form contracts, and it treats AI agents as tools of the people who use them. Your agent's clicks are likely to be treated as yours. The companies that get ahead of this will decide in advance what their agents may agree to.
Frequently Asked Questions About AI Agent Contracts
Is a contract accepted by an AI agent legally binding?
It can be. Pennsylvania's 73 P.S. § 2260.310 and the federal E-SIGN Act, 15 U.S.C. § 7001(h), both allow contracts formed by electronic agents without human review. The company is bound if the agent's action is attributable to it.
Is an AI agent a legal "agent" of the company?
Not under the traditional view. Restatement (Third) of Agency § 1.04 comment e treats a computer program as an instrumentality of the person using it, not as an agent. That usually makes the agent's acts the company's acts.
Does New York follow the Uniform Electronic Transactions Act?
No. New York is the only state that hasn't adopted UETA. Its Electronic Signatures and Records Act (State Technology Law §§ 301-309) has no automated transaction rule, so interstate deals usually fall under E-SIGN.
Did Amazon v. Perplexity decide who is liable for an AI agent's purchases?
No. The Ninth Circuit's August 4, 2026 decision addressed only "access" under the Computer Fraud and Abuse Act, and the court said it wasn't creating a legal regime for agentic AI.
What should a company do before letting an AI agent accept terms?
Set written authority limits, require human review of arbitration, indemnity, and auto-renewal terms, use agent-specific credentials and cards, and keep logs of what the agent saw and accepted.
For companies without a full-time in-house legal department, an experienced Fractional General Counsel/Outside General Counsel can help set agent authority policies, review vendor terms, and align contracts and commercial agreements with how the business actually operates before an automated click turns into an obligation. If an agent has already accepted terms that concern you, an internal investigation and risk review can sort out what was agreed.
About Todd B. Nurick
Todd B. Nurick is a Pennsylvania and New York business attorney with 30 years of experience advising businesses on contracts, transactions, corporate governance, investigations, compliance, technology, employment-related business issues, and risk management. He is a decorated U.S. Army veteran. Through the Law Office of Todd B. Nurick, he serves businesses as Fractional General Counsel/Outside General Counsel, providing experienced legal oversight without requiring a full-time in-house legal department. Law Office of Todd B. Nurick is a fictitious name of Nurick Law Group, LLC. Learn more at ToddNurickLaw.com and ToddNurick.com.
Sources
U.S. Court of Appeals for the Ninth Circuit, Amazon.com Services, LLC v. Perplexity AI, Inc., No. 26-1444, 184 F.4th 1083 (Aug. 4, 2026). Ninth Circuit opinion
Pennsylvania General Assembly, Electronic Transactions Act, Act of Dec. 16, 1999, P.L. 971, No. 69, 73 P.S. §§ 2260.101 et seq. (including §§ 2260.103, 2260.305, 2260.306, 2260.310, 2260.701). Pennsylvania General Assembly source
Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001(h). Cornell LII source
New York State Technology Law § 304 (Electronic Signatures and Records Act). New York State Senate source
New York City Bar Association, Commercial Law and Uniform State Laws Committee, Enacting the Uniform Electronic Transactions Act in New York, Jan. 16, 2026. New York City Bar report
Superior Court of Pennsylvania, Duffy v. Tatum, 2026 PA Super 41, No. 483 EDA 2025 (Mar. 3, 2026). Pennsylvania Superior Court opinion
Superior Court of Pennsylvania, Cobb v. Tesla, Inc., No. 2879 EDA 2024 (Feb. 18, 2026) (non-precedential). Pennsylvania Superior Court decision
U.S. District Court for the Eastern District of Pennsylvania, Popowicz v. Metroplex Trading Co. LLC, No. 26-3564, Memorandum (Oct. 13, 2026). Eastern District of Pennsylvania memorandum
U.S. Court of Appeals for the Second Circuit, Meyer v. Uber Technologies, Inc., 868 F.3d 66 (2d Cir. 2017). Second Circuit opinion
U.S. Court of Appeals for the Second Circuit, Starke v. SquareTrade, Inc., 913 F.3d 279 (2d Cir. 2019). Second Circuit opinion
U.S. Court of Appeals for the Third Circuit, James v. Global TelLink Corp., 852 F.3d 262 (3d Cir. 2017). Third Circuit opinion
Deborah A. DeMott, Agency Law in Cyberspace, Duke Law Scholarship Repository (discussing Restatement (Third) of Agency § 1.04 cmt. e). Duke Law source
This article is for general informational purposes only and does not constitute legal advice or create an attorney-client relationship. AI agent, electronic contracting, e-signature, agency, arbitration, and technology vendor issues are highly fact-specific, and businesses should obtain legal advice concerning their particular circumstances.
