Terms of Service

By accessing, downloading, installing, or using the Clutch platform or any associated services (collectively, the "Service"), you acknowledge that you have read, understood, and agree to be legally bound by this Agreement in its entirety. If you do not agree to every provision of this Agreement, you must immediately cease all use of the Service.

Your continued use of the Service following any modification to this Agreement constitutes your binding acceptance of the revised terms. This Agreement applies to all users, including administrators, resellers, end-users, and any other individuals who access the Service in any capacity.

You must be at least 18 years of age and legally capable of entering into binding contracts under applicable law to use the Service. By using the Service, you represent and warrant that you meet these requirements.

You are solely responsible for maintaining the confidentiality of your account credentials, including your username and password. You agree to accept full responsibility for all activities that occur under your account. You must immediately notify us of any unauthorized use of your account or any other security breach. We will not be liable for any loss or damage arising from your failure to safeguard your credentials.

We reserve the right to refuse registration, terminate accounts, or deny access to the Service at our sole and absolute discretion, with or without cause and with or without notice.

Subject to your compliance with this Agreement and payment of all applicable fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business purposes during the applicable subscription period.

You may not: (a) copy, modify, adapt, translate, or create derivative works of the Service or any component thereof; (b) reverse engineer, disassemble, decompile, or attempt to derive the source code of any portion of the Service; (c) sell, sublicense, rent, lease, transfer, or otherwise exploit the Service for any commercial purpose not expressly authorized; (d) remove or alter any proprietary notices, labels, or marks; (e) use the Service to develop a competing product or service; or (f) circumvent, disable, or interfere with any security or access control features.

All rights not expressly granted herein are strictly reserved by the Company. This license does not convey any ownership rights in the Service.

Access to the Service requires payment of applicable subscription or license fees as specified at the time of purchase. All fees are stated in United States Dollars and are exclusive of any applicable taxes, levies, or duties, which are your sole responsibility.

Subscriptions automatically renew at the end of each billing period unless cancelled prior to renewal. You authorize us to charge your payment method on file for all recurring fees. Failure to pay any amounts when due may result in immediate suspension or termination of your access without notice.

We reserve the right to modify our pricing at any time. Price changes will take effect at the start of the next billing cycle, and your continued use of the Service constitutes acceptance of the revised pricing.

You agree that you will not, directly or indirectly:

• Use the Service in violation of any applicable local, state, national, or international law or regulation
• Distribute, share, resell, or otherwise make your license credentials available to any third party not authorized under your subscription tier
• Attempt to probe, scan, or test the vulnerability of the Service or any associated system or network
• Interfere with, disrupt, or create an undue burden on the Service or its infrastructure
• Use automated scripts, bots, crawlers, or similar tools to access or interact with the Service
• Engage in any fraudulent, deceptive, or misleading conduct in connection with the Service
• Impersonate any person or entity or falsely represent your affiliation with any person or entity
• Collect or harvest any personal information about other users of the Service without their express consent
• Use the Service to transmit any unsolicited commercial communications or malicious code
• Attempt to gain unauthorized access to any portion of the Service or accounts of other users

Violation of any prohibited conduct provision may result in immediate termination of your account and access to the Service, and may expose you to civil and criminal liability.

We reserve the right, in our sole and absolute discretion, to suspend, restrict, or permanently terminate your access to the Service at any time, for any reason or no reason, with or without notice, including but not limited to your breach of this Agreement, suspected fraudulent or illegal activity, or any conduct we deem harmful to the Service, other users, or the Company.

Upon termination for any reason: (a) all licenses granted to you under this Agreement immediately cease; (b) you must cease all use of the Service and destroy any downloaded components; (c) we may delete your account data at our discretion; and (d) you remain liable for all obligations accrued prior to termination, including any outstanding fees.

Termination of this Agreement shall not entitle you to any refund of fees paid, regardless of the reason for termination. Provisions that by their nature should survive termination will do so, including Sections 07 through 12.

The Service, including all software, algorithms, interfaces, documentation, graphics, logos, trademarks, trade names, and other content (collectively, "Proprietary Materials"), is the exclusive property of the Company and its licensors, and is protected by applicable intellectual property laws worldwide.

Nothing in this Agreement transfers or conveys any ownership interest in the Proprietary Materials to you. You are granted only the limited license expressly set forth in Section 03, and no implied licenses are granted. Any unauthorized use, reproduction, modification, distribution, or exploitation of the Proprietary Materials is strictly prohibited and may result in severe civil and criminal penalties.

Any feedback, suggestions, or ideas you provide regarding the Service may be used by us freely and without any obligation or compensation to you.

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT: (A) THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY DEFECTS WILL BE CORRECTED; OR (D) THE SERVICE OR ITS SERVERS ARE FREE OF VIRUSES OR HARMFUL COMPONENTS.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you to the extent prohibited by law.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR GOODWILL, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE COMPANY'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SERVICE EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00).

The limitations set forth above are fundamental elements of the basis of the bargain between the Company and you. The Company would not have provided the Service without such limitations.

You agree to defend, indemnify, and hold harmless the Company and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of or inability to use the Service; (b) your violation of this Agreement; (c) your violation of any third-party rights, including intellectual property or privacy rights; (d) your breach of any applicable law or regulation; or (e) any content or data you submit, post, or transmit through the Service.

We reserve the right, at our own expense, to assume exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate fully with our defense of such claims.

Informal Resolution. Before initiating any formal proceeding, you agree to first contact us at the address below and provide a written description of your dispute, the relief sought, and your contact information. You and the Company agree to negotiate in good faith for a period of thirty (30) days following receipt of such notice before initiating formal arbitration proceedings.

Binding Arbitration. If the dispute is not resolved informally, you and the Company irrevocably agree that any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including any question regarding its existence, shall be resolved exclusively by final and binding arbitration administered by a recognized arbitration provider under its then-current commercial arbitration rules. The arbitration shall be conducted by a single arbitrator in a mutually agreed location or, absent agreement, via remote proceedings. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Waiver of Class Actions. YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this section is void or unenforceable, the arbitration agreement shall be null and void as to that proceeding only.

Jury Trial Waiver. TO THE EXTENT PERMITTED BY LAW, YOU AND THE COMPANY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE.

Exceptions. Nothing in this section prevents either party from seeking emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.

Statute of Limitations. ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, AFTER WHICH TIME IT IS PERMANENTLY BARRED.

This Agreement shall be governed by and construed in accordance with the laws applicable in the jurisdiction in which the Company is incorporated, without regard to any choice or conflict of law provisions. To the extent any dispute is not subject to arbitration under Section 11, you irrevocably consent to the exclusive jurisdiction and venue of the competent courts in such jurisdiction and waive any objection to the laying of venue or based on inconvenient forum.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

We reserve the right to modify this Agreement at any time and in our sole discretion. If we make material changes, we will provide notice through the Service or via the email address associated with your account. Such notice may be provided as little as seven (7) days before the effective date of the changes.

Your continued access to or use of the Service after the effective date of any modification constitutes your binding acceptance of the revised Agreement. If you do not agree to the revised terms, your sole remedy is to terminate your account and cease using the Service. No refunds will be issued in connection with your termination following a modification.

If you have any questions regarding this Agreement, please contact us through the support channels available within the Clutch platform. We will endeavor to respond to all inquiries within a reasonable time. Note that informal communications with our support team do not constitute legal notices or waivers of any rights under this Agreement.

For formal legal notices, including notices required by Section 11 (Dispute Resolution), please direct correspondence through the platform's official support system with the subject line: "Legal Notice."