Last Updated: October 7, 2021
The mission of Clutch, LLC (“Clutch”, “our”, “we”) is to help businesses connect and be more successful together. Our application programming interface (“API”) allows you to participate in that mission by building applications that leverage and display the content made available and transmitted through the API (“Clutch Content”).
BY EXECUTING AN ORDER THAT REFERENCES THESE API TERMS, OR BY ACCESSING OR USING, OR SUBSCRIBING TO USE THE SERVICES (AS DEFINED BELOW), YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY AND TO COMPLY WITH ALL THE TERMS AND CONDITIONS OF THIS API AGREEMENT (PERSONALLY AND ON BEHALF OF ANY COMPANY OR OTHER LEGAL ENTITY THAT YOU REPRESENT WHEN USING THE SERVICES), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS API AGREEMENT AND TO BIND ANY COMPANY OR OTHER LEGAL ENTITY YOU REPRESENT TO THIS API AGREEMENT. THE TERMS OF ALL ORDERS ENTERED INTO HEREUNDER SHALL BE INCORPORATED HEREIN BY THIS REFERENCE. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS API AGREEMENT, YOU MAY NOT ACCESS AND/OR USE THE SERVICES, API OR CLUTCH CONTENT.
The API is designed to enable you to access and display Clutch Content on the Partner Website (as defined below) to users of the Partner Website (“Users”). Your use of the API must support our mission of connecting business and helping them be more successful together. Clutch reserves the right to continually review and evaluate all uses of the API. Subject to the terms and conditions of this API Agreement, including your execution of an Order, Clutch will provide you with the services under this API Agreement as set forth in an Order, including, but not limited to, provision of the API and Clutch Content (the “Services”).
Clutch reserves the right to modify the API Terms at any time. If Clutch determines that a modification may materially and adversely impact you, Clutch will provide email notice to you no less than ten (10) days prior to the material adverse modification taking effect. IF YOU DO NOT WISH TO BE BOUND TO ANY NEW OR MODIFIED TERMS, YOU MUST TERMINATE THE API AGREEMENT BY CEASING USE OF THE API WITHIN TEN (10) DAYS OF RECEIPT OF SUCH NOTICE.
Subject to the terms and conditions of this API Agreement, Clutch will provide OAuth consumer keys (“API Keys”). You are only allowed to register for and use one set of API Keys, unless Clutch provides the functionality to create and use multiple API Keys or as otherwise permitted by Clutch in writing. All queries sent to the API requesting data must reference your API Keys. You will prevent unauthorized access to, or use of, the Clutch Solution, and notify Clutch promptly of any such unauthorized use known to you. You agree to keep your API Keys confidential and not to disclose or provide the API or API Keys to any person or entity other than to your employees or independent contractors, provided (1) such employees or independent contractors enter into an agreement with you at least as protective of Clutch’s rights as this API Agreement, and (2) you hereby agree to be responsible for, and liable to Clutch for, any breaches of such agreements by such employees or independent contractors.
Subject to compliance with the terms and conditions of this API Agreement, Clutch hereby grants you, during the Term (as defined below), a non-exclusive, revocable, non-sublicensable, non-transferable license to (i) access and use the API to access the Clutch Content as provided in the Order; (ii) display the Clutch Content indicated on an Order on the website designated on the Order Form as the “Partner Website”.
You may not use the API, Clutch Content, or trademarks, service marks, logos, and trade names of Clutch that it makes available for use with the Clutch Content (“Clutch Marks”) for any other purpose without Clutch's prior written consent. These license rights are further limited by the restrictions set forth elsewhere in the API Agreement, and all rights not expressly granted to you hereunder are reserved by Clutch. You acknowledge and agree that Clutch may monitor the Partner Website in order to confirm compliance with the API Agreement.
You agree that you will remove from display and destroy any Clutch Content within twenty-four (24) hours of written request from Clutch, including email.
5. Display Requirements
- Prior to publishing any Clutch Content on the Partner Website, you must request and receive written approval from Clutch regarding the appearance of the Clutch Content;
- Where you display pages of Clutch Content, you must include a link (link, no-follow link, or canonical link) back to the original content on Clutch.
6. Content and Responsibilities
Partner is solely responsible for the Partner Website, and will not provide, post, or transmit content or materials on the Partner Website that: (i) infringes or violates any third party’s intellectual property rights or publicity/privacy rights; (ii) violates any law or regulation; (iii) is defamatory, obscene, harmful to minors, or child pornographic; (iv) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data, or personal information; or (v) is materially false, inaccurate, or misleading.
Without incurring any liability to Partner, Clutch may take any remedial action it deems appropriate or necessary if the Partner Website violates the preceding paragraph, including, without limitation disabling the API and other remedies allowed under the API Agreement or applicable law. Additionally, and without incurring any liability to Partner, if Clutch believes in its sole discretion that Partner Content, or the Partner Website (as defined below) do or may create liability, damage or harm to Clutch, including with regard to Clutch Marks, Clutch may disable the API License or cease delivering Clutch Content without notice to Partner. Notwithstanding the foregoing, Clutch is under no obligation to review Partner Website for accuracy or potential liability.
Without written approval to do otherwise, you agree that you will not, and will not assist or enable others to:
- use Clutch Content to aid in developing a competing service or collecting competing content, including using reviews and profiles of service providers found on the Clutch platform to aid in collecting reviews and profiles of service providers from other websites or applications;
- display or use Clutch Content alongside or in conjunction with other reviews or user-generated content;
- modify the Clutch Content, or use it to update or create your own database of business listing information;
- modify or remove the hyperlink contained within any Clutch Content that is provided in the API;
- modify or remove any Clutch Marks or other proprietary notices related to the Clutch Content;
- cache, record, pre-fetch, or otherwise store any portion of the Clutch Content for a period longer than twenty-four (24) hours from receipt of the Clutch Content, or attempt or provide a means to execute any scraping or "bulk download" operations;
- access, store, display, or facilitate the transfer of any Clutch Content obtained through the following methods: scraping, crawling, spidering or using any other technology or software to access Clutch content outside the APIs (such content, collectively, “Non-Official Content”). This restriction applies (1) whether the Non-Official Content was obtained directly or indirectly through a third party, such as a customer or third party developer, and (2) whether or not the Non-Official Content is stored or displayed on the Partner Website or application or some other resource, product or service.
- obtain, display or use more Clutch Content than is minimally required by Partner Website;
- use the API on behalf of any third party;
- copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized under applicable statutory law), modify or alter any part of the API;
- rate, rank, review, vote or comment on, or otherwise respond, or enable the response, to the Clutch Content;
- use the API in a manner that impacts the stability of Clutch's servers or impacts the behavior of other websites or applications using the API;
- remove applicable tracking parameters from any API calls, such as Google Analytics tracking tags;
- merge or combine the Clutch Content with any other review content;
- display the Clutch Content on any site that disparages Clutch or infringes any Clutch intellectual property or other rights; or
- use the API or Clutch Content in any manner or for any purpose that may violate any law or regulation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or rights of personality, or which otherwise may be harmful (in Clutch's sole discretion) to Clutch, its providers, its suppliers, end users of this website, or your Users, or use the API or Clutch Content with any commercial website or online service (including mobile apps) that is directed towards children under the age of 13 and collects, uses, or discloses information from such children.
- sell, lease, share (with the exception of making the Clutch Content available to Users through the API), transfer, sublicense or otherwise make available any Clutch Content, directly or indirectly, to any third party, including, but not limited to, any data broker, ad network, ad exchange, or other advertising monetization-related party;
- use the Clutch Content for any other purpose other than to allow your Users to use the Clutch Content on the Partner Website;
- make any statements or use any API or Clutch Content in a manner that expresses or implies that you, the Partner Website or your use of the Clutch Content is sponsored or endorsed by Clutch (e.g., you must not state or in any way imply that Clutch has “verified” or “confirmed” the veracity of Clutch Content);
- interfere with or disrupt the Services or servers or networks connected to Clutch, or disobey any requirements, procedures, policies or regulations of networks connected to the Services, or transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through your use of any API;
- obfuscate or hide your deployment or use of any Clutch buttons, sign-in functionality, consent or authorization flows from Users;
- provide functionality that proxies, requests or collects Clutch usernames or passwords;
- attempt to exceed or circumvent limitations on API calls and use. This includes creating multiple websites or applications for identical, or largely similar, usage;
- distribute or allow third parties access to any stand-alone API;
- attempt to re-identify any de-identified or anonymized data;
8. Proprietary Rights
Partner acknowledges and agrees that the Clutch Content shall display Clutch Marks or other Clutch branding as chosen and directed by Clutch (e.g., “powered by Clutch”). The Clutch Content may display the Partner Marks and branding as mutually agreed by the parties.
As between you and Clutch, the API, Clutch Content, Clutch Marks, and all intellectual property rights contained in the foregoing, are and will at all times remain the sole and exclusive property of Clutch and are protected by applicable intellectual property laws and treaties (whether those rights happen to be registered or not, and wherever in the world those rights may exist.). You agree that at no time during or after the termination of the API Agreement will you attempt to register any trademarks (including domain names) that are confusingly similar in any way to those of Clutch Marks or Clutch Content.
By sending any ideas, suggestions, documents or proposals ("Feedback"), you agree that (i) your Feedback does not contain the confidential or proprietary information of any third parties (including yours), (ii) Clutch is under no obligation of confidentiality or attribution, express or implied, with respect to the Feedback, and (iii) you grant Clutch, without charge in consideration for the use of the API, an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, commercialize, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against Clutch and its users any claims and assertions of any moral rights contained in such Feedback.
Subject to the terms and conditions of this API Agreement, Clutch grants to Partner a nonexclusive, nontransferable, nonsublicenseable, royalty-free license to use the Clutch Marks, solely to display the Clutch Marks on the Clutch Content.
Subject to the terms and conditions of this API Agreement, Partner grants to Clutch a nonexclusive, nontransferable, non-sublicenseable, royalty-free license to use the trademarks, service marks, logos, and trade names of Partner that it makes available for use with the Clutch Content (the “Partner Marks”), solely to (i) display the Partner Marks on the Clutch Content, and (ii) include the Partner’s logo on the Clutch Website in accordance with Section 14.
The party being granted the trademark license pursuant to either of the two preceding paragraphs above (“Licensee”) will use either the Clutch Marks or the Partner Marks, as applicable (“Marks”) of the other party (“Licensor”) in conformance with any trademark usage policy Licensor may communicate to Licensee from time to time. Licensee will not use Licensor’s Marks in a manner that Licensor reasonably believes dilutes, tarnishes, or blurs the value of Licensor’s Marks. Licensee acknowledges that Licensee’s use of Licensor’s Marks will not create in Licensee, nor will Licensee represent it has, any right, title, or interest in or to Licensor’s Marks other than the license granted by Licensor above. Licensee will not challenge the validity of or attempt to register any of Licensor’s Marks, nor will it adopt any derivative or confusingly similar names, brands, or marks or create any combination marks with Licensor’s Marks. Licensee acknowledges Licensor’s ownership and exclusive right to use Licensor’s Marks and agrees that all goodwill arising as a result of Licensee’s use of Licensor’s Marks will inure solely to the benefit of Licensor.
10. Term and Termination
The term of this API Agreement will begin on the effective date of the Order and continue in full force and effect as long as any Order remains in effect, unless earlier terminated in accordance with the Agreement (the “Term”). Unless otherwise stated in the applicable Order, the term of an Order will begin on the effective date of the Order and continue in full force and effect for the period set forth in an Order (the “Initial Term”), unless earlier terminated in accordance with the API Agreement. Thereafter, the Order will automatically renew for additional consecutive terms equal in length to the Initial Term unless, at least 30 days’ prior to the expiration of the then-current term, either party gives written notice of non-renewal.
Either party may terminate this API Agreement immediately upon notice to the other party if the other party materially breaches this API Agreement.
Upon termination or expiration of this API Agreement for any reason: (a) all licenses granted hereunder will immediately terminate; (b) you will immediately cease use of the API and promptly delete and remove all calls to the API from all web pages, scripts, widgets, applications, and other software in your possession or under your control; promptly destroy and remove from all computers, hard drives, networks and other storage media all copies of the API, Clutch Marks or any Clutch Content; and you, upon Clutch's request, will promptly certify in writing to Clutch that such actions have been taken.. Sections 7 (Restrictions), 8 (Proprietary Rights), 11 (Indemnity), 12 (Warranties; Disclaimers; No Support), 13 (Limitation of Liability), 15 (Miscellaneous) will survive expiration or termination of this API Agreement for any reason.
Partner will indemnify and hold harmless, at its own expense, Clutch from any action, claim or suit brought against Clutch by a third party to the extent that the action is based upon, arising from, or related to any breach of its representations and warranties under this API Agreement. The foregoing obligations are conditioned on Clutch (a) notifying Partner promptly in writing of such action, (b) giving Partner sole control of the defense thereof and any related settlement negotiations, and (c) cooperating and, at Partner’s request and expense, assisting in such defense.
12. Warranties; Disclaimers; No Support
Partner represents and warrants that its use of the Clutch Content and API will not violate or breach any contractual obligation of Partner, and that Partner’s use of the Clutch Service will at all times comply with applicable laws, rules, and regulations.
THE SERVICES, API AND CLUTCH CONTENT ARE PROVIDED "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" WITHOUT WARRANTY, OF ANY KIND AND AT YOUR SOLE RISK. EXCEPT TO THE MAXIMUM EXTENT REQUIRED BY APPLICABLE LAW, CLUTCH DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND DUTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE API, CLUTCH MARKS AND ANY CLUTCH CONTENT, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHER, CLUTCH DISCLAIMS ANY WARRANTY THAT YOUR USE OF THE API WILL BE UNINTERRUPTED, SECURE, TIMELY OR ERROR FREE. FOR THE AVOIDANCE OF DOUBT, YOU ACKNOWLEDGE AND AGREE THAT THE API AGREEMENT DOES NOT ENTITLE YOU TO ANY SUPPORT FOR THE API. NO ADVICE OR INFORMATION, WHETHER ORAL OR IN WRITING, OBTAINED BY YOU FROM CLUTCH WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE API AGREEMENT.
13. Limitation of Liability
YOU AGREE THAT CLUTCH SHALL HAVE NO LIABILITY ARISING FROM, RELATING TO OR BASED ON YOUR USE OF THE SERVICES, API OR CLUTCH CONTENT. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, IN NO EVENT SHALL CLUTCH OR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES AND SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE (ACTIVE OR PASSIVE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS OR REVENUE, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, LOSS OF GOODWILL OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API, EVEN IF CLUTCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. ANY CLAIM ARISING OUT OF OR RELATING TO THE API AGREEMENT MUST BE BROUGHT WITHIN (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. IF SUCH CLAIM IS NOT FILED, THEN THAT CLAIM IS PERMANENTLY BARRED. THIS APPLIES TO YOU AND YOUR SUCCESSORS, AND TO CLUTCH AND ITS SUCCESSORS. NOTWITHSTANDING THE FOREGOING, CLUTCH'S MAXIMUM LIABILITY UNDER THIS API AGREEMENT SHALL NOT, IN ANY EVENT, EXCEED THE AGGREGATE AMOUNT OF US$100.00. THE LIMITATIONS OF LIABILITIES CONTAINED HEREIN REFLECT THE RISK ALLOCATION BETWEEN THE PARTIES AND FORM A MATERIAL PART OF THE BARGAIN.
All marketing and publicity materials prepared by a party that mention the other party, the other party’s products or services, or this API Agreement shall not be published or distributed prior to written approval by such other party; provided, however, that Clutch may include Partner’s name with the Partner logo, on the Clutch Website and in its standard client list used in advertising materials solely as part of a list of companies using the Clutch products or services.
The API Agreement encompasses the entire agreement between you and Clutch regarding the subject matter discussed herein. The failure of Clutch to exercise or enforce any right or provision of the API Agreement will not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of the API Agreement is found to be unenforceable or invalid, that provision will be replaced with terms that most closely match the intent of the provision that is not enforceable to the minimum extent necessary so that the remaining API Agreement will otherwise remain in full force and effect and enforceable. The Agreement is not assignable, transferable or sublicensable, in whole or in part, by you except with Clutch's prior written consent. Clutch may assign the API Agreement, in whole or in part, at any time with or without notice to you. Any attempt to do so is void. The section titles in the API Agreement are for convenience only and have no legal or contractual effect. This API Agreement will be governed by and construed under the laws of the District of Columbia, without reference to any conflict of laws principles that would require the application of the laws of any other jurisdiction. Any action or proceeding arising from or relating to this Agreement shall be brought in the state and federal courts for the county in which Clutch’s principal place of business is located and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.
15. Contact and Violations
Please contact Clutch with any questions regarding the API Agreement. Please report any violations to [email protected].