CLUTCH TERMS OF USE
Last Updated: February 19, 2025
BEFORE USING CLUTCH’S SERVICES READ THIS TERMS OF USE (“TERMS”) CAREFULLY. IT IS A LEGAL CONTRACT GOVERNING YOUR USE OF CLUTCH’S WEBSITE AND SERVICES, INCLUDING UPGRADES THERETO AND MATERIALS MADE AVAILABLE THEREIN. BY USING THE CLUTCH WEBSITE, REGISTERING ON CLUTCH, OBTAINING INFORMATION FROM CLUTCH SUCH AS RESEARCH PUBLICATIONS, USING THE CLUTCH API OR MOBILE APPLICATION, CONTRIBUTING CONTENT TO CLUTCH BY ANY CHANNEL INCLUDING BY POSTING INFORMATION ON THE WEBSITE, RESPONDING TO A SURVEY, SUBMITTING AN EMAIL, OR PARTICIPATING IN A TELEPHONE INTERVIEW(COLLECTIVELY “CLUTCH” OR THE “SERVICES”), YOU, YOUR HEIRS, AND ASSIGNS (COLLECTIVELY, “YOU” OR “YOUR”) AGREE TO BE BOUND BY THESE TERMS, CLUTCH’S PRIVACY POLICY, CLUTCH’S REVIEW GUIDELINES, AND ANY APPLICABLE CLUTCH INVOICE(S) (“INVOICE”) (COLLECTIVELY, THE “TERMS”). PLEASE NOTE, THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH US.
The mission of Clutch is to connect buyers and sellers of business services. To achieve our mission, Clutch’s website assists buyers in identifying prospective service providers, including by providing reviews of such companies. We also assist service providers in marketing their companies and services. The terms “we”, “us”, “our” refer to Clutch Co LLC, a Delaware corporation, 1800 Massachusetts Ave, Suite 200, Washington, DC 20036. The term “you”, “users”, “buyers” or “service provides” refers to users who visit the Clutch website (“Website”) and/or contribute content to Clutch via the Website, email, telephone, or otherwise.
If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to the Terms. In that case, the terms “you” or “your” shall also refer to such entity, and its affiliates, as applicable. If you do not have such authority, or you do not accept all of these Terms, do not use the Services or provide information to Clutch.
Be sure to return to this page periodically to review the most current version of the Terms. We reserve the right at any time, at our sole discretion, to change or otherwise modify the Terms, and provide notice, where required, in accordance with applicable law. Your continued access to or use of the Services signifies your acceptance of the updated or modified Terms.
We retain the right at our sole discretion to deny access to anyone to the Services we offer, at any time and for any reason, including, but not limited to, for violation of these Terms.
Eligibility
You must be 18 years of age or older in order to use the Services, including to register for an account, use the Website or submit reviews or other User Content (defined below).
Account Registration
As part of your use of the Services, you may have the opportunity to create a Clutch account. You are responsible for your account and agree to provide, upon registration, and at all times maintain, accurate, current, and complete information. Clutch reserves the right, in its sole discretion, to refuse to keep accounts for, or provide Services to, any individual. Clutch reserves the right to suspend or terminate your account if any information provided during the registration process or at other times proves to be inaccurate, not current or incomplete. You are responsible for ensuring the confidentiality and security of your account information, including your username and password. You will immediately notify Clutch of any unauthorized use of your account. Clutch cannot and will not be liable for any loss or damage arising from your failure to properly comply with this section.
Your Use of the Services. As a condition of your use of the Services, you agree to do the following:
User Content
Your Responsibility For the Content You Submit
The Services may enable you to provide, submit, post, upload, or otherwise make available via the Website, email, telephone, online survey, or otherwise (collectively, “submit”) content such as reviews, comments, messages, and other content (collectively, “User Content”) that may or may not be viewable by other users.
You acknowledge and agree that you are solely responsible for all User Content you submit. Once User Content is submitted, it cannot be withdrawn. Any User Content you submit must be accurate and up to date. You agree that you have all required rights to submit, use, or disseminate such User Content without violating any third-party rights.
You assume all risk for any User Content you submit, including anyone’s reliance upon such User Content. You may expose yourself to liability if you submit User Content that is false, misleading, defamatory, violates any third-party right or contractual restriction or contains unlawful material. You agree that you will indemnify, defend, and hold harmless Clutch for all claims resulting from User Content that you submit, including but not limited to claims alleging defamation. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event, you will cooperate with us in asserting any available defenses.
You further acknowledge and agree that we reserve the right, in our sole discretion, to reject, move, edit, or remove any User Content that is contributed to the Services for any reason or no reason, but we do not assume the obligation. For example, we may remove a review if we, in our sole discretion, believe it violations our Review Guidelines. Clutch has no obligation to retain or provide you copies of the User Content.
Your Risk in Using User Content
You acknowledge and agree that we do not verify, adopt, ratify, or sanction User Content and that you must evaluate and bear all risks associated with your use of or reliance on User Content. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise and any ranking on the Services does not constitute or imply endorsement or recommendation thereof by Clutch. User Content and rankings consist of the opinions of third-parties and may contain inaccuracies. Clutch makes no assurances regarding the quality, accuracy, or reliability of any User Content or rankings on the Services. You also understand that by using the Services, you may be exposed to User Content that you may consider offensive or objectionable.
From time to time, Clutch may provide incentives to encourage users to submit reviews. Any such incentives are not dependent on whether the review is positive or negative.
Clutch is under no obligation to enforce the Terms on your behalf. You may notify Clutch if you believe another user has violated the Terms; however, Clutch reserves the right, in its sole discretion to investigate violations of and enforce the Terms.
Your Risks in Leveraging Clutch’s Shortlist, Consultation Service, and Project Matchmaking Services (the “Service”)
Clutch is an identification, verification and source tool for professional services providers (“Vendors”) and potential clients of such providers seeking quality services (“Clients”). Clutch is not a participant in any engagements between any such Vendors and/or Clients. Any engagement between you and any counter parties identified through the Service, is at your own risk. Clutch recommends that Vendors and Clients contract through appropriate legal services contracts, as reviewed and approved by respective legal counsel. The Service does not guarantee results and Clutch will not be liable for any issues arising between Vendors and Clients, as such relationship is a private contract between third parties (e.g., Clutch is not a party to any such agreements). Clutch has and will have no formal relationship in any such private contract and Clutch does not and will not assume any liabilities, indemnifications, warranties or any other obligations. By using this Service, Vendors and Clients agree that Clutch will bear no such responsibility as set forth in the previous sentence.
Clients should note that Clutch does not guarantee or endorse the Clutch verified or sponsored Vendors. Clutch reserves the right to monitor all requests submitted through the Clutch project request form (the “Form”), consultation form, and email. Clutch monitors all such requests to help identify and qualify the best possible prospective Clients for the most appropriate Vendors. Requests determined inappropriate, at the sole discretion of Clutch, will not be processed. Vendors may only contact prospective clients in regards to the specific requests submitted in the Clutch project request form. Clutch does not prefer or endorse the services of any one of the Vendors featured on the platform. Clutch does not work as a representative of the agencies or Vendors featured on the platform and does not receive any fee in any capacity as a broker, representative, agent or other related party. Any fees earned by Clutch are solely in connection with the maintenance and provision of the Site and the Services.
The information disclosed during the submission of a project request form is subject to our Privacy Policy. (https://clutch.co/privacy) By using the services of Clutch, the user may disclose some personal information, as defined in the Privacy Policy, as well as information concerning the user’s needs. All users of the Clutch project form agree to disclose this information with service providers that are featured on the Clutch platform as well as our affiliate network and partners.
By sending Clutch this information, all users agree to be contacted by Clutch, any service providers that are featured on the Clutch platform, as well as by the Clutch affiliate network and partners, by phone, by fax, by email, by mail or by any other reasonable means of communications, using the phone numbers and addresses that the user has provided in their project request form.
If the information submitted by the user, is fully or partially inaccurate, or Clutch has any reasonable grounds to believe that the information is inaccurate, not up-to-date, false or incomplete, Clutch reserves the right to refuse the processing of the project request form.
The profiles that appear on Clutch are for informational purposes only. Despite our efforts to provide useful and the most accurate information, errors may appear from time to time, usually as a result of user-generated content, but potentially for a number of reasons. Clutch does its best to keep up with the errors and correct them as soon as possible. Even though Clutch does our best in this regard, Clutch is not responsible for such errors. Before services from the Vendors found on the Clutch platform are purchased, Clients should confirm with the Vendor all information and conduct their own evaluation as to whether the Vendor is suitable for the Client project. Clutch is not responsible for, and does not guarantee the performance of any Services provided by the Vendors featured on the platform.
Clutch’s License to User Content
When you submit User Content on or through your use of the Services, you grant us a worldwide, perpetual, irrevocable, royalty-free, non-exclusive, transferable and sub-licensable license, subject to these Terms, to use the User Content for any purpose, including to use, publish, reformat, copy, distribute, reproduce, modify, edit, adapt, publicly perform, translate, and create derivative works from such User Content, in whole or in part, in any format or medium now known or developed in the future, including without limitation for providing, promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels, without any further consent, notice and/or compensation to you or to any third-parties. This includes granting us a worldwide, perpetual, irrevocable, royalty-free, non-exclusive, transferable and sub-licensable license to repurpose review content into PDF case studies that service providers listed on Clutch may use and share to advertise their services and previous work.
Clutch and its licensees may publicly display advertisements and other information adjacent to or included with User Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.
Feedback
Any and all of your feedback about the Services, such as suggestions for corrections, updates, alterations, changes, or modifications to the Services will be the property of Clutch and you hereby assign any rights in such feedback to Clutch, without payment to you.
Third Party Data on Service Providers
By using the service, Service Providers grant us the right to collect and display on Clutch additional third party data. This includes data available via open source research and data collected from credit reporting agencies.
Prohibited Activities
In using the Services, you agree you will not, nor will you assist or encourage others to:
Ownership and Intellectual Property
As between you and Clutch, you own the User Content you submit. Clutch owns all content other than User Content, including all features, graphics, design, code, compilation of User Content, Website, aggregate reviews and ratings, and all other components of the Services. The Services are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms, Clutch and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
All trademarks, service marks, logos, trade names and any other proprietary designations of Clutch used herein are trademarks or registered trademarks of Clutch and may not be copied, imitated or used, in whole or in part, without the prior written permission of Clutch. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners.
Copyright Policy
Clutch respects the intellectual property rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that User Content has been copied in a way that constitutes copyright infringement, please provide our copyright agent with the following information in accordance with the Digital Millennium Copyright Act: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Our designated copyright agent for notice of alleged copyright infringement or other legal notices regarding User Content appearing on the Service is:
Clutch
Attn: Eleonora Israele
1800 Massachusetts Ave, Suite 200
Washington, DC 20036
Email: hello@clutch.co
Please note that we will send a copy of your notice to the person who provided the allegedly illegal content and a link to your published notice may be displayed on Clutch in place of the removed content.
We reserve the right to remove User Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, we will also terminate a user's account if the user is determined to be a repeat infringer.
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Sponsorships & Incentivized Reviews
Sponsorships allow companies to further promote their profile on Clutch by becoming a sponsor as set forth here (“Sponsorship”). When users visit a review page, the default sort is to place sponsors, which are designated with a sponsor flag, first in the list. Companies may be required to meet certain requirements, depending on the sponsorship they wish to purchase. Sponsorship does not affect a company’s ranking on Clutch or position on the leaders matrix nor does Sponsorship guarantee any amount of traffic, business, sales, leads or otherwise. Sponsorship affects where a sponsor appears in a list of companies and receipt of Clutch support services.
If you offer a free or discounted service or product in exchange for a review, you must clearly state that the review: 1) may be positive or negative; 2) must reflect the reviewer’s honest opinion; and 3) must clearly and conspicuously disclose the fact that the reviewer received a free or discounted service.
Clutch Purchase Terms & Payment
All storefront services, including your purchase of Clutch+, Sponsorship, and Featured Memberships on CLUTCH and/or The Manifest (collectively, "Listing Services"), are entered into as a subscription service and, except as otherwise provided herein, require an initial minimum commitment by Customer of at least twelve (12) months from the contract start date ("Listing Subscription"). The term of your Agreement with CLUTCH (including the Listing Subscription), in relation to the products offered, will last for the term specified in your Order Form (the "Term"). Even if we give you the option to divide payments over multiple payment periods, you commit to the purchase of at least one full year of that Listing Subscription. If you purchase Listing Services or any services that we offer for a fee, either on a one-time or subscription basis, you agree to pay the applicable fees as set forth at the time of purchase as they become due plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. You must provide Clutch with either a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or any valid automated clearing house (“ACH”) enabled bank account at a financial institution accepted by us (“Payment Provider”), as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not the Agreement to determine your rights and liabilities. By purchasing a subscription and by providing Clutch with your payment information, you are expressly agreeing that we or any payment agents of ours are authorized to charge you a recurring subscription fee on a monthly or annual basis as set forth in the Invoice, and any other charges you may incur in connection with your use of the Services, including any applicable taxes or any upgrades to your subscription, to the Payment Provider. If you choose to upgrade your subscription, you shall pay to Clutch the amounts for such upgrade on a pro-rata basis through your next billing date. Your new subscription will then continue at the original billing schedule at the updated subscription price of the new product Downgrades are not allowed during the initial twelve (12) months of Customer’s Listing Subscription. After the initial twelve (12) months, if you choose to downgrade your subscription, you may continue to use your then-current subscription for the remainder until the next billing period, and your new subscription will continue billing at the original billing scheduled at the updated subscription price of the new product.
Following the expiration of the Term, each Listing Subscription will renew automatically on a month to month basis unless Customer provides written notice by email to billing@clutch.co of non-renewal not less than five (5) business days' prior to the day of the month on which you are billed, regardless of your payment schedule (monthly, quarterly, etc. (the “Billing Date”), with such termination to be effective on that Billing Date. You agree that you will be subject to this automatic renewal feature unless you cancel your Listing Subscription prior to your Billing Date.
If you want to use a different payment method or if there is a change in Payment method, please contact us at billing@clutch.co to update your billing information. If the Payment Provider you use with us reaches its expiration date and you do not edit your Payment Provider information or cancel your subscription, you authorize us to continue billing that Payment Provider and you remain responsible for any uncollected amounts. Failure to pay in a timely manner may result in the termination of your subscription and/or application of late payment fees. Late payment fees of up to $200 may be applied on invoices 30 days past due.
Your obligation to pay fees continues until you cancel your subscription All applicable taxes are calculated based on the billing information you provide us at the time of purchase. You may cancel or suspend your Listing Subscription at any time by contacting billing@clutch.co after the initial twelve (12) months of any such Listing Subscription.
After the initial 12-month Term, CLUTCH may, at its unilateral discretion, increase rates for any and all services, including for previously discounted or promotional rates or otherwise. CLUTCH will provide written notice in a form and means elected by CLUTCH for any rate increase above ten percent (10%) annually, including notice in the form of monthly billing that includes the increased rates in effect for the previous month. Clutch also reserves the right to restrict, suspend, or terminate your access to the Services or subscription at any time without prior notification or liability, with or without cause including (without limitation) due to any failure to pay applicable fees.
CLUTCH is constantly reviewing, testing and evolving its product and service offerings to strive to provide its customers and users with the best suite of options available. CLUTCH retains the right to revise, reduce, add to, or change its product and/or service offerings, including the tools made available to you, at any time without notice, in our sole discretion, for any reason, including without limitation to comply with any applicable law or regulation or to change CLUTCH’s suite of products and/or services. Such changes may include, without limitation, the operation of our products and services, including the order and manner in which advertisements appear on them, the way that services are delivered, and the way customers are charged for services. You agree that we may test, implement, remove or modify features of our products and services at any time without notice. CLUTCH makes no guarantees, representations or warranties with respect to the outcome or results of its product and service offerings. You acknowledge and agree that you are responsible for the payment of amounts due under this Agreement, despite any changes or evolution of CLUTCH’s products and services that may occur throughout the Term.
Disclaimer
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE PROVIDE THE SERVICES AND ALL INFORMATION CONTAINED THEREIN ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND, AND YOUR USE IS AT YOUR SOLE RISK.
CLUTCH MAKES NO CLAIMS WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE COMPANIES REVIEWED ON THE SERVICES. CLUTCH DOES NOT ENDORSE ANY COMPANY, VENDOR, SERVICE OR PRODUCT DEPICTED IN THE SERVICES AND DOES NOT ADVISE USERS TO SELECT ANY PARTICULAR COMPANY ON THE BASIS OF ITS REVIEWS OR RATINGS. REVIEWS ON THE SERVICES CONSIST OF THE OPINIONS OF THE REVIEWERS AND SHOULD NOT BE CONSTRUED AS STATEMENTS OF FACT. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS OF QUALITY, ACCURACY, OR RELIABILITY OF USER CONTENT. YOUR PURCHASE OR USE OF, AND THE QUALITY AND PERFORMANCE OF, ANY PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES REVIEWED ON THE SERVICES IS AT YOUR OWN DISCRETION AND RISK.
CLUTCH DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. THE SERVICES MAY INCLUDE INACCURACIES OR ERRORS. CLUTCH DOES NOT GUARANTEE THE ACCURACY OF, AND DISCLAIMS ALL LIABILITY FOR ANY ERRORS OR OTHER INACCURACIES IN THE SERVICES OR IN THE INFORMATION IN OR DESCRIPTION OF THE SERVICES (INCLUDING, WITHOUT LIMITATION, COMPANY PROFILES, PORTFOLIO IMAGES AND DESCRIPTIONS, REVIEWS, DIRECTORY AND RESEARCH DATA, ETC.). CLUTCH MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE SERVICES OR ANY INFORMATION CONTAINED THEREIN FOR ANY PURPOSE, AND THE INCLUSION OR OFFERING OF ANY INFORMATION ABOUT A PRODUCT OR SERVICE OR COMPANY OTHER THAN CLUTCH DOES NOT CONSTITUTE ANY ENDORSEMENT OR RECOMMENDATION OF SUCH PRODUCTS OR SERVICES BY CLUTCH.
IF YOU ARE DISSATISFIED OR HARMED BY CLUTCH OR ANYTHING RELATED TO CLUTCH, YOU MAY CLOSE YOUR CLUTCH ACCOUNT, STOP USING THE SERVICES, AND TERMINATE THESE TERMS AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.
CLUTCH DOES NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. CLUTCH DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, CLUTCH DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CLUTCH BE LIABLE TO YOU OR ANY THIRD-PARTY FOR PERSONAL INJURY, PROPERTY DAMAGE, ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER OR DEVICE FAILURE OR MALFUNCTION, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF CLUTCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATING TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, INCLUDING WITH RESPECT TO ANY BUYER ALERT NOTIFICATION POSTED ON THE SERVICES), WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SERVICES GIVING RISE TO SUCH CLAIM IN THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSE. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Indemnification
You agree to indemnify, defend, and hold Clutch harmless from and against any and all third-party claims, liabilities, demands, settlements, damages, losses, and expenses of any kind (including, but not limited to, reasonable attorneys’ fees and costs) arising out or relating in any way to (1) your failure to comply with these Terms, including, without limitation, your submission of User Content or (2) your use of the Services or any activity in which you engage on or through Clutch.
Choice of Law
These Terms or any claim, cause of action or dispute (“claim”) arising out of or related to the Terms shall be governed by the laws of the District of Columbia regardless of your country of origin or where you access Clutch, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and Clutch agree that all claims arising out of or related to these Terms must be resolved exclusively by a state or federal court located in the District of Columbia, except as otherwise agreed by the parties.
Dispute Resolution and Binding Arbitration Clause; Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS—INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT (BY REQUIRING YOUR DISPUTE TO BE SUBMITTED TO ARBITRATION) AND LIMITING YOUR RIGHTS TO RESOLVE YOUR DISPUTE AS PART OF A CLASS.
As detailed herein, the Terms of Use mandate that all disputes between you and Clutch be resolved first through an informal dispute resolution process. In the event informal resolution fails, the Terms of Use further mandate that all disputes (except those identified below in “Exceptions to Arbitration”) be formally resolved through binding arbitration. Binding arbitration means that an arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve such disputes. Consequently, you should read the entirety of this section carefully as it may significantly affect your legal rights.
Informal Dispute Resolution
For any and all disputes between you and Clutch, the parties shall use their best efforts to settle informally the dispute, claim, question, or disagreement and to engage in good faith negotiations. Failure to engage in this process could result in the award of fees against you in arbitration.
To initiate informal dispute resolution, the initiating party must first send a written description of the dispute to the other party. For any dispute against Clutch that you initiate, you agree to send to Clutch (a) a written description of the dispute and (b) the email address(es) associated with your account through the following email address: [report@clutch.co INSERT EMAIL]. The written description must be on an individual basis and provide, at minimum, the following information: your name; a description of the nature or basis of the claim or dispute; and the specific relief sought. For any dispute that Clutch initiates, we will send our written description of the dispute to the email address associated with your use of the Services.
If the parties’ dispute is not resolved within sixty (60) days after receipt of the written description of the dispute by a party, you and Clutch agree to resolve any remaining dispute through the additional dispute resolution provisions set forth below.
A good faith engagement in informal dispute resolution shall be and is a prerequisite and condition precedent to either party initiating a lawsuit or arbitration. The parties agree that any applicable statute of limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution process.
Binding Arbitration
After the parties have engaged in a good-faith effort to resolve their dispute(s) in accordance with the Informal Dispute Resolution process, and only if those efforts fail, then either party may initiate arbitration as set forth in this Section.
If you determine to initiate arbitration, a copy of the arbitration demand must be emailed to report@clutch.co. If Clutch is initiating arbitration, it will serve a copy of the demand to the email address associated with your use of the Clutch Services.
Mutual Arbitration Agreement
Except as set forth in “Exceptions to Arbitration” below, you and Clutch agree that all claims, disputes, or disagreements that may arise out of or relating to the interpretation, applicability, enforceability, formation, or performance of these Terms of Use— including but not limited to any claim that all or any part of these terms are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment, non-payment, or timing of any administrative or arbitrator fees—shall be resolved exclusively through binding arbitration in accordance with this Section, “Binding Arbitration” (collectively, the “Arbitration Agreement”). The arbitrator shall be empowered under this Arbitration Agreement to grant whatever relief would be available in a court under law or in equity. The arbitrator has the right to impose sanctions in accordance with the arbitration provider’s rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with this Section, “Binding Arbitration.”
This Arbitration Agreement is intended to be interpreted broadly, and it applies to claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement as well as claims that may arise after the termination of this Arbitration Agreement, in accordance with the notice opt-out provisions set forth in the Sections “30-Day Right to Opt Out” and “Changes to this Section.”
This Arbitration Agreement is governed by the Federal Arbitration Act (“FAA”) in all respects and evidences a transaction involving interstate commerce. You and Clutch expressly agree that the FAA shall exclusively govern the interpretation and enforcement of this Arbitration Agreement. If for whatever reason the rules and procedures of the FAA cannot apply, the state law governing arbitration agreements in the state in which you reside shall apply.
Except as set forth in “Class Arbitration and Collective Relief Waiver” below, if any provision of this Arbitration Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions thereof remain in full force and effect.
WAIVER OF RIGHTS INCLUDING JURY TRIAL
THE PARTIES UNDERSTAND THAT ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE THE CLAIM, AND THAT RIGHTS TO DISCOVERY AND APPEALS MAY BE LIMITED IN ARBITRATION. THE PARTIES FURTHER UNDERSTAND THAT THE COSTS OF ARBITRATION COULD EXCEED THE COST OF LITIGATION IN SOME INSTANCES.
YOU HEREBY ACKNOWLEDGE AND AGREE THAT BY AGREEING TO THESE TERMS AND ARBITRATION AGREEMENT, YOU AND CLUTCH ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
CLASS ARBITRATION AND COLLECTIVE RELIEF WAIVER
YOU AND CLUTCH ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, AND EXCEPT AS OTHERWISE SET OUT IN THIS SECTION, “BINDING ARBITRATION,” AND THE SECTION “NO CLASS OR CONSOLIDATED ARBITRATION ABSENT WRITTEN CONSENT” BELOW, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR OTHER CONSOLIDATED ACTION, AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM; NOTWITHSTANDING THIS ACKNOWLEDGEMENT AND AGREEMENT, ANY ARBITRATION INVOLVING YOU MAY PROCEED ON A CONSOLIDATED BASIS IF AND ONLY IF CLUTCH PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING.
If there is a final judicial determination that applicable law precludes enforcement of this Paragraph’s limitations as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies.
If there is a final judicial determination that either the Class Arbitration and Collective Relief Waiver in this Section, or that the provisions in this Section, “Binding Arbitration,” are not enforceable as to a particular claim or request for relief, then the parties agree that that particular claim or request for relief may proceed in court as provided herein, but shall be severed and stayed pending arbitration of the remaining claims. This provision does not prevent you or Clutch from participating in a class-wide settlement of claims.
Arbitration Location
If you are a resident of the United States, arbitration will take place in the county where you reside. For residents in Canada (and anywhere else outside the United States), arbitration shall be initiated in the District of Columbia, United States of America, unless you and Clutch otherwise agree or unless the designated arbitrator determines that such venue would be unreasonably burdensome to any party, in which case the arbitrator shall have the discretion to select another venue.
For any arbitration conducted in the District of Columbia, United States of America, You and Clutch agree to submit to the personal jurisdiction of any federal or state court in the District of Columbia in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and in connection with any such proceeding, further agree to accept service of process by U.S. or certified mail and hereby waive any and all jurisdictional and venue defenses otherwise available.
The Arbitration Rules
The Provider
The arbitration will be administered by National Arbitration and Mediation (“NAM”) and resolved before a single arbitrator. If NAM is not available to arbitrate, the parties will select an alternative arbitration provider.
Except as modified by this “Dispute Resolution” provision, NAM will administer the arbitration in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedures, Fees For Disputes When One of the Parties is a Consumer and the Mass Filing Dispute Resolution Rules and Procedures in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures governing or permitting class or representative actions. The applicable NAM rules and procedures are available at http://www.namadr.com or by emailing National Arbitration and Mediation’s Commercial Dept at commercial@namadr.com.
You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.
The parties agree that NAM has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under NAM’s Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Section, “Dispute Resolution and Binding Arbitration Clause; Class Action Waiver,” while such challenge remains pending before NAM the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.
Arbitration Demand Must Contain Sufficient Information
Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based, and must include proof that the claimant is party to this Arbitration Agreement and to these Terms of Use. The arbitrator and/or NAM may require amendment of any demand or counterclaim that does not satisfy these requirements. The arbitrator has the right to impose sanctions for any claims the arbitrator determines to be frivolous or improper (under the standard set forth in Federal Rule of Civil Procedure 11), including for any claim filed on behalf of a claimant who is not a party to this Arbitration Agreement or to these Terms of Use.
Arbitration Conducted on Papers in Some Circumstances
If the amount in controversy does not exceed $10,000 and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents that you and Clutch submit to the arbitrator, unless the arbitrator determines that a hearing is necessary. If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief, either party may request (or the arbitrator may determine) to hold a hearing, which shall be via videoconference or telephone conference unless the parties agree otherwise.
Dispositive Motions
Subject to the applicable NAM rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute.
Batching
To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to NAM (or another arbitration provider selected in accordance with the Section, “The Provider,” if NAM is unavailable) against Clutch within reasonably close temporal proximity (“Mass Filing”), the parties agree (A) to administer the Mass Filing in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with only one batch filed, processed, and adjudicated at a time; (B) to designate one arbitrator for each batch; (C) to accept applicable fees, including any related fee reduction determined by NAM (or another arbitration provider selected in accordance with the Section, “The Provider,” if NAM is unavailable) in its discretion; (D) that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior batch of 100 is filed, processed, and adjudicated; (E) that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by Clutch and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; and (F) that the staged process of batched proceedings, with each set including 100 demands, shall continue until each demand (including your demand) is adjudicated or otherwise resolved. If your demand for arbitration is included in the Mass Filing, any statute of limitation applicable to your claims will remain tolled until your demand for arbitration is decided, withdrawn, or settled.
Arbitrator selection for each batch shall be conducted to the greatest extent possible in accordance with the applicable NAM rules and procedures for such selection, and shall be subject to any rights to strike an arbitrator provided under applicable state law if the rights granted by law exceed those provided for in the NAM rules, and the arbitrator will determine the location where the proceedings will be conducted.
You agree to cooperate in good faith with Clutch and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of combined reduced fees, set by NAM in its discretion, for each batch of claims. The parties further agree to cooperate with each other and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believe will provide for an efficient resolution of claims. For example, if the number of cases filed makes batches of 100 cases too small for the prompt resolution of all filed claims, you and we agree that NAM may increase or decrease the batch size, or transfer a case between batches in the reasoned discretion of the NAM procedural arbitrator. Any and all disagreements between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a NAM procedural arbitrator.
This “Batch Arbitration” provision shall in no way be interpreted as increasing the number of claims necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures or authorizing class arbitration of any kind.
No Class or Consolidated Arbitration Absent Written Consent
Unless Clutch otherwise consents in writing, which it may do on a case-by-case basis, Clutch does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in the Section, “Class Arbitration and Collective Relief Waiver,” and this Section, “No Class or Consolidated Arbitration Absent Written Consent.”
Arbitration Award
The arbitrator will render an award within the time frame specified in the applicable NAM rules and procedures. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with the Section “Class Arbitration and Collective Relief Waiver,” above, and also must be consistent with the terms of the “Limitation of Liability” section of these Terms of Use as to the types and the amounts of damages or other relief for which a party may be held liable. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration.
Exceptions to Arbitration
Notwithstanding the parties’ agreement to resolve all disputes through binding arbitration as set forth in the Section, “Binding Arbitration”:
IP Disputes
Either party’s claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret, shall be exclusively brought in the state and federal courts located in the District of Columbia.
Small Claims Court and Statutes of Limitation
Either party may elect to have disputes or claims resolved in a small claims court regardless of what forum the filing party initially chose, provided the disputes or claims are within the scope of that court’s jurisdiction.
Either party may also seek a declaratory judgment or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be in fact be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed (and any applicable statute of limitations tolled) pending the outcome of such action.
Jurisdiction/Service of Process
For any dispute not subject to arbitration under this Section, “Dispute Resolution and Binding Arbitration Clause; Class Action Waiver,” you and Clutch agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in the District of Columbia. You further agree to accept service of process by U.S. or certified mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.
30-Day Right to Opt Out
Links to Third-Party Sites
Clutch includes links to third party websites .You are responsible for evaluating whether you want to access or use a third party site. Clutch is not responsible for and does not endorse any content, services, products or other materials on or available from third party sites. Accordingly, if you decide to use third party sites you do so at your own risk and your use is on an “as-is” basis. Clutch shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any linked websites. These Terms do not apply to your use of any third party site. The third-party websites may have their own Terms of Service and Privacy Policy to which you may be bound.
General
Entire Agreement & Severability
You agree that these Terms constitute the entire, complete and exclusive agreement between you and Clutch regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of these Terms.
If any provision of the Terms is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of these Terms will not be affected in any way.
Waiver of Rights and Injunction
Our failure to act with respect to a breach of the Terms by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Terms, no representations, statements, consents, waivers or other acts or omissions shall be deemed legally binding unless documented in a physical writing hand signed by a duly appointed officer of Clutch.
In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.
Assignment of Rights
You may not assign or delegate any rights or obligations under the Terms. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Terms, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Clutch for any third party that assumes our rights and obligations under the Terms.
Service Help
For answers to your questions, or to submit a complaint regarding the Services or other users of the Services to our Grievance Officer, call us or email us here. Or, you can write to us at:
Clutch
1800 Massachusetts Ave
Suite 200
Washington, DC 20036
Other Related Content