There was no procedural unconscionability in the formation of either agreement.  Importantly, Margae is a sophisticated corporation that had operated under a written contract with a predecessor of Clear Link.  There is no factual basis to support Margae’s assertion that it was in an inferior bargaining position as compared to Clear Link.  Moreover, nothing about the contract negotiations leading to the Partner Agreement amounted to overreaching or oppression by Clear Link.  While using a “boilerplate” agreement may be a factor in the analysis, it is not determinative.  See, e.g., id. at 402-04 (not procedurally unconscionable for pharmacy to enter an at-will employment contract by providing pharmacist with a “boilerplate” employment manual). Nor does amending the Partner Agreement under its own terms strike the court as procedurally improper.

Further, neither agreement is substantively unconscionable.  ***

Looking to the Partner Agreement’s modification clause, Margae asserts that it was unfair for Clear Link to grant itself the unilateral right to modify the contract by posting a new one on its website.  But this argument fails for a several reasons. First, Margae had reason to continually visit the website that contained a link to the Amended Agreement, and Margae easily could have checked for updates to the Partner Agreement at any time.  Moreover, Margae was a sophisticated corporation being paid for its services on a monthly basis.  In that context, monitoring for updates is not unduly burdensome.  Margae cites several cases holding that similar internet modification provisions were unconscionable.  Those cases, however, are distinguishable because they involved a corporation unilaterally changing its relationship with consumers via changes to a website.  Here, the court is faced with internet-savvy corporate parties that entered a contract on the internet and agreed to make changes through the internet.