Terms of service

The Agreement. These terms and every Order are the agreement between you and us (this Agreement). Our Privacy Policy is not part of it, except that its list of subprocessors is part of Section 11.

• Clutch, we, us and our mean Clutch Creator, Inc., a Delaware corporation with its office at 9337 Katy Fwy, Ste B, PMB 8001, Houston, TX 77024, United States.
• Customer, you and your mean the business or organization that creates a Workspace, accepts these terms or signs an Order. If you accept for an organization, you confirm that you can bind it.
• Authorized Users are the people you let use the Services under your Workspace, such as employees, contractors and agencies.
• Services means Clutch's websites, apps, AI agent, hosting, grader and Journey, agent endpoints such as MCP, messaging channels, APIs and support.
• Workspace means the account that holds your Sites, Authorized Users, Connected Accounts, settings and billing.
• A Site is a website built, edited or hosted with the Services, including drafts. A Customer Site is a Site in your Workspace.
• Customer Content is everything you, your Authorized Users or agents acting for you submit to the Services, including data from Connected Accounts, together with Output (what the AI features generate for you) and your Customer Sites' content, but not Visitor Data.
• Visitor Data is personal data about visitors to your Customer Sites that we process for you, such as form submissions, site search questions, visitors' AI agent calls and analytics events.
• Customer Personal Data is Visitor Data and any other personal data we process for you as your processor or service provider, including in Customer Content and Connected Accounts.
• A Connected Account is a third-party account you connect to the Services, such as Google, Slack, Notion, Figma or an MCP server.
• An Agent Action is anything the Services do for you in a Connected Account, or that publishes, changes, restores or unpublishes a Customer Site.
• AI credits are the agent's work, paid for per request from your Workspace's funds under Section 9.
• An Order is a plan or purchase made in the app or at checkout, or a signed order form under these terms.
• Third-Party Services are products, services, models, skills, content and websites we do not provide, including Connected Accounts.

Order of precedence. A signed order form controls over these terms, and Section 11 controls for Customer Personal Data. Terms on your purchase orders or vendor forms do not apply, even if we sign them.

Interpretation. Including means including without limitation.

Business use only. The Services are for businesses and people acting in a trade or profession, not for personal, family or household use. We design and market them for US businesses, and you are responsible for local law elsewhere.

Age. Every Authorized User must be at least 18 years old.

Your account. You will keep your account information accurate, keep sign-in credentials confidential, use roles to limit access, and tell us promptly at legal@clutch.io if you believe your Workspace has been accessed without authorization. You are responsible for your Authorized Users and their compliance with these terms.

Who can instruct us. We may treat as your instructions anything an Authorized User asks for in the Services or sends the agent from a verified email address, phone number or connected Slack account, and anything an AI agent or tool you connect does.

Your right to use them. Subject to this Agreement and payment of the fees, we grant you a non-exclusive, non-transferable right during your subscription for your Authorized Users to use the Services for your internal business purposes and to publish your Customer Sites. Support is included in your plan.

Changes. We may add, change or remove features. Before we remove a feature that is material to a paid plan, we tell you where practical.

Drafts. Draft Sites need no paid plan or card, cannot use a custom domain, have limits we set, and may change or end at any time. We may delete a Site that has not been published or edited for 12 months, after notice to the Workspace owner.

Limits. Plans have the limits on the pricing page or in your Order. If your use threatens the stability, security or cost of the Services for others, we may limit it and tell you why.

Domains. A Site's address on our domain may change. A custom domain must be yours and point at the Services, and we are not responsible for your registrar or DNS provider.

Restrictions. You will not, and will not let anyone: copy, modify or make derivative works of the Services except as they allow; reverse engineer them except where law expressly permits; use them to build a competing product; resell or sublicense them except under a partner agreement (Section 14); remove our proprietary notices; or break Section 10.

AI can be wrong. The Services use AI models from Anthropic and the other providers in our subprocessor list. Output may be inaccurate, incomplete, out of date, offensive or similar to others' Output, and may not reflect the facts about your business. You will review it before you publish, send or rely on it, and publishing a Customer Site is your decision.

How the agent acts. The agent takes Agent Actions when asked, and as needed to carry out what was asked. It asks for confirmation before it publishes a Site, restores a version, or saves or deletes a skill, but otherwise acts in a Connected Account without asking unless you turn on an approval setting where the Services offer one. Rules or routines you set run until you stop them or funds run out.

Your responsibility for Agent Actions. An Agent Action that you, an Authorized User or an AI agent you connect asks for or approves, or that runs under a rule, routine or setting you or they chose, is your action, and you are responsible for its effects, including ad spend, review replies, listing changes, emails and messages.

THIS RESPONSIBILITY APPLIES EVEN IF THE AGENT ACTION, OR A LOSS ARISING FROM IT, IS CAUSED IN PART BY OUR NEGLIGENCE OR BY ERRORS OF THE AI FEATURES, BUT NOT TO THE EXTENT IT IS CAUSED BY OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Compliance aids are not advice. Checks and skills that help with accessibility, advertising and other rules are aids, not legal advice, and can be wrong either way. The legal compliance of your Customer Sites, ads, listings and messages stays your responsibility.

No decisions about people. You will not use the Services to make decisions that have legal or similarly significant effects on people, such as approving, denying or ranking rental, credit, employment or insurance applications, or ending a tenancy, without meaningful human review. For uses the Anthropic Usage Policy treats as high-risk, such as those affecting access to housing, a qualified person must review the Output before it is used, and affected consumers must be told that AI was used.

Skills from others. Skills, templates and tools made by others are Third-Party Services, and we do not review them.

You own your content. As between you and us, you own Customer Content.

Our license. You grant us a worldwide, non-exclusive, royalty-free license, until deletion under Section 19 is complete, to host, store, copy, process, transmit, display and adapt Customer Content only to provide, secure and support the Services, to follow your instructions (including publishing your Customer Sites) and to comply with law. Our subprocessors may use it for us.

No training on your content. We do not use Customer Content, Visitor Data or data from Connected Accounts to train or fine-tune any AI model, ours or anyone else's, and our AI providers, including Anthropic, may not train on what we send them. We may review a session for support, a fault or abuse and improve our software, prompts and skills as a result, but we never copy your content into material for other customers.

Usage data. We may use aggregated, de-identified data about use of the Services, such as counts, errors and AI credits used, to run and improve them, and will not re-identify it.

Output. As between you and us, and to the extent the law allows, you own your Output, and we assign to you any rights we have in it, except in Clutch Materials. Output may not be protected by copyright, and others may get similar Output.

Clutch Materials. We and our licensors own the Services, including the software, components, templates, our skills, the grader's method and documentation, and all improvements to them (Clutch Materials), and we license you the Clutch Materials in a Customer Site for use in that Site. We reserve all other rights.

Your responsibilities. You confirm that you have the rights and consents needed for the Customer Content you submit, and that it infringes no one's rights and breaks no law. For Output, your duty is to review it under Section 4. Keep your own copies of anything you want to keep.

Public content. What you publish on a Customer Site is public, and anyone, including AI agents, can read and copy it and use the tools the Site exposes.

Publishing for others. If you publish a skill, template or tool for other customers, you grant us and them a worldwide, non-exclusive, royalty-free license to host, copy, use and adapt it in the Services, including copies in use after you unpublish it. It must contain no personal data.

Feedback. We may use your feedback for any purpose without obligation to you.

You are the publisher. You publish your Customer Sites and are the controller, or business, for their Visitor Data, which we process for you under Section 11. For each published Customer Site, you will:

• Privacy and consent. Post a privacy policy that meets the law and describes what the Site collects and our role as your service provider, and get any consent the law requires, including for third-party scripts or pixels you add. Clutch adds no third-party trackers.
• Marketing law. Get the prior express written consent the Telephone Consumer Protection Act and similar laws require before you, or anyone for you, sends leads marketing texts or calls; honor opt-outs; and follow CAN-SPAM and similar laws in email to leads.
• AI disclosure. Tell visitors when a Site feature, such as an AI answer, uses AI where the Services do not already, keep any notice the Services provide, and never present AI as a human.
• Accuracy. Keep prices, availability, hours, menus, offers and other business information accurate, and follow your industry's rules, such as those on allergens and alcohol.
• Sensitive data. Not use Site forms to collect payment card or government ID numbers, health information, precise location, or data from children under 13.

Housing ads. If a Customer Site advertises housing, a person who knows fair housing law will review its ads and listings before you publish them. You remain responsible for them under the Fair Housing Act (42 U.S.C. 3604(c)) and similar laws, whoever drafted them.

Accessibility. We build Sites toward recognized accessibility standards, but we do not guarantee that any Customer Site meets them or any accessibility law.

Code and forms. Code, scripts and embeds you add are your responsibility, and we may remove any that threaten security or break Section 10. We cannot guarantee that the destinations you choose receive form submissions, so check that leads arrive.

Authorization. When you connect an account, you authorize us to use it with the permissions you grant for the features you use, including Agent Actions, and confirm that you may grant them.

Third-party terms. Third-Party Services, including Slack, Apple, carriers and email providers, are governed by their own terms, which you will follow. We are not responsible for them, including their availability, security, accuracy, API changes or actions against your account.

Disconnecting. When you disconnect a Connected Account, we delete its tokens and stop using it. This does not yet withdraw the permission you gave the provider, so also revoke it there; for Google, at myaccount.google.com/permissions.

Google user data. Clutch's use and transfer to any other app of information received from Google APIs will adhere to the Google API Services User Data Policy, including the Limited Use requirements. Our Privacy Policy describes the Google data we access and how we use it.

Google Ads. If you connect Google Ads, you will comply with Google Ads policies and the law for everything the agent does or proposes there.

Google Business Profile. If the Services let you connect a Google Business Profile, we reply to reviews or change the profile only with your prior, specific and express consent, given for that action or by a rule you set, and we tell you within 48 hours of changes made through the Services.

Google Maps Platform. The agent looks up places with Google Places, part of Google Maps Platform, and by using it you agree to the Google Maps/Google Earth Additional Terms of Service and the Google Privacy Policy. You are responsible for the details it returns that you publish. You will keep Google's attribution where the Services show it, will not use Google Maps features on a Site directed to children under 13, and will tell visitors of a Customer Site that shows Google Maps content that it is subject to those terms and that policy. We may suspend these features for a Workspace that breaks these rules.

AI providers. You will comply with the Anthropic Usage Policy and our other AI providers' usage policies, and we may suspend AI features for any use that breaks them.

Text messages. Where texting is available and you add your mobile number, you agree to receive texts from the Clutch agent that reply to you and report on work you asked for. Message and data rates may apply. To stop them, remove your number, ask a Workspace admin to turn texting off, or write to privacy@clutch.io. Consent is not a condition of any purchase, and carriers are not liable for delayed or undelivered messages.

Plans. Draft Sites are free. A live Site needs its own Site plan, which covers its custom domain, hosting, visitors' answers, forms and analytics and is billed monthly at the price on the pricing page or in your Order. Portfolios of 50 or more Sites are invoiced at a price set with you. The agent's work is paid in AI credits under Section 9.

Polar is the merchant of record. We sell plans and funds through Polar Software, Inc. (Polar), our reseller and merchant of record, which takes payment, charges any sales tax or VAT and issues receipts. The Polar Buyer Terms govern the payment, including payment disputes with Polar. A signed order form is invoiced on its own terms.

Automatic renewal. Each Site plan renews automatically every month at the then-current price until you cancel, and Polar charges your payment method at the start of each month. Checkout shows the price, billing period, automatic renewal and how to cancel, and you agree by an affirmative action.

Cancel any time. Cancel online in the billing portal linked from your Workspace's billing settings, or by writing to legal@clutch.io. The Site stays live until the end of the month you paid for, then returns to a draft, and its content stays in your Workspace.

Price changes. We give at least 30 days' notice of a price change, which applies from your next renewal after it; if you disagree, cancel before then.

No refunds. Except as Section 11, Section 18 and Section 19 provide, or where the law or a signed order form requires, fees and paid funds are non-refundable, including for partial months, downgrades and unspent funds. If Polar refunds a payment, we may end what it paid for.

Failed payments. If a payment fails, Polar may retry it. Editing pauses 7 days after the first failed payment, and the Site stays live for 30 days after it, then returns to a draft unless it is paid. You remain responsible for unpaid fees.

Disputed charges. Tell us about a disputed charge within 60 days. If you dispute a valid charge with your bank, we may suspend the Services until it is resolved.

Taxes. Fees exclude taxes. Polar collects the taxes on purchases it processes, and on our direct invoices you pay all taxes except those on our net income.

What AI credits pay for. Every change, pin, publish and question you give the agent is one request, priced when it finishes at the rates shown in the Services or on the pricing page, and paid from funds the whole Workspace shares. We may change those rates on 30 days' notice, for requests made after the change. A Site built from your address costs nothing, even with an empty balance.

Monthly allowance. Every Workspace gets the AI credits allowance shown on the pricing page each calendar month, spent before paid funds. What is unused does not carry over.

Paid funds. A Workspace owner or admin can top up funds in the amounts the Services offer. Paid funds stay until spent. You can give any member a monthly limit.

Automatic top-up. If you turn on automatic top-up, you authorize a charge of the amount you choose whenever the balance runs low, up to the monthly maximum you set. You can turn it off at any time.

No cash value. Funds have no cash value. Except under Section 19, they are not refundable, and they are not transferable, redeemable for cash, a deposit or stored value.

When funds run out. The agent stops taking requests, questions included, and says why. Live Sites stay up.

You will not use the Services, or let anyone use them, for:

• Illegal or infringing content or activity, including malware, unauthorized access to systems or data, and infringement of anyone's intellectual property, privacy or publicity rights.
• Fraud and deception, including phishing, impersonation, fake businesses, misleading prices or offers, and images that misrepresent a real property, product, place or person.
• Spam, including email, texts or calls that break CAN-SPAM, the Telephone Consumer Protection Act or similar laws.
• Discriminatory ads for housing, employment or credit, including any that indicate a preference, limitation or discrimination that the Fair Housing Act (42 U.S.C. 3604(c)) or similar laws prohibit.
• Fake reviews and testimonials, including AI-generated reviews presented as real customers' and suppression of honest reviews, which the FTC's rule (16 CFR Part 465) prohibits.
• Sites directed to children under 13, or collecting their personal data.
• Decisions about people that break Section 4.
• Hate, harassment, threats or violence, sexual content involving minors, non-consensual intimate imagery, or promotion of self-harm or terrorism.
• Regulated goods, such as weapons, drugs, alcohol and gambling, without the licenses or age checks the law requires.
• Abuse of others' systems, such as scraping, overloading or bypassing the access controls of websites or services without permission. Running the grader or Journey as Section 13 allows is not abuse.
• Abuse of the Services, such as circumventing limits, fees, confirmations or security, sharing accounts to avoid fees, security testing without our written permission, interfering with other customers, or giving others direct access to the AI models behind the Services.

Enforcement. We may investigate, remove or disable content, block publishing, disconnect Connected Accounts, suspend or terminate Workspaces and report illegal activity to authorities. Where practical, we tell you first and give you a chance to fix the problem. Report abuse to legal@clutch.io.

Roles. For Customer Personal Data, you are the controller (or business) and we are your processor (or service provider). This section is our data processing agreement under Article 28 of the GDPR and the UK GDPR, and our service provider contract under US state privacy laws. Our Privacy Policy covers our own account, billing, grader and outreach data.

Details of processing. We process Customer Personal Data, such as form submissions, site search questions, visitors' AI agent calls, approximate location and personal data in Customer Content and Connected Accounts, about your visitors, leads, customers, Authorized Users and people named in that content, to provide the Services as you instruct, during this Agreement and the deletion period below.

We will:

• Instructions. Process it only on your documented instructions, which are this Agreement and your use of the Services, unless the law requires otherwise, in which case we tell you first where the law allows. We tell you if we believe an instruction breaks data protection law.
• Confidentiality. Bind everyone we authorize to process it to confidentiality.
• Security. Protect it with appropriate technical and organizational measures, including encryption in transit and at rest, need-to-know access and logging.
• Subprocessors. Use the subprocessors in our subprocessor list, which you authorize, bind them to the data protection terms the law requires, and remain responsible for them. We email Workspace owners at least 15 days before a new one starts processing Customer Personal Data. If you object on reasonable data protection grounds and we cannot resolve it, you may cancel the affected plans at once for a refund of prepaid fees for their remaining periods.
• Assistance. Help you, given the nature of the processing and the information we have, to answer individuals' rights requests and to meet your security, breach notice, impact assessment and prior consultation obligations, passing you any request we receive directly.
• Breaches. Notify you without undue delay, aiming for 72 hours, after we become aware of a personal data breach affecting Customer Personal Data, with the information you need to meet your obligations, and keep you updated.
• Return and deletion. When this Agreement ends, give you a copy of Customer Personal Data in a machine-readable format if you ask within 30 days (a copy of personal data, not an export of your Sites, which we do not offer), then delete it within 30 days, and from backups within a further 30, unless the law requires us to keep it.
• Information and audits. Give you the information needed to show compliance, such as answers to a yearly security questionnaire, and allow audits only where data protection law or a regulator requires them, on 30 days' notice, under confidentiality, at your cost and at most once a year.

US state law terms. We process personal information covered by the California Consumer Privacy Act and similar laws only for the business purpose of providing the Services to you, as this section describes. We will not sell or share it; retain, use or disclose it for any other purpose or outside our direct business relationship with you; or combine it with personal information from other sources, except as those laws allow. We will comply with those laws, give it the protection they require of you, and tell you if we can no longer meet them. You may take reasonable steps to ensure we use it consistently with your obligations and to stop and remediate unauthorized use.

International transfers. We and our subprocessors process Customer Personal Data in the United States and other countries where they operate. If you need the EU Standard Contractual Clauses or the UK Addendum for a transfer, we will sign them with you on request.

Designated agent. We respond to notices of claimed copyright infringement under the Digital Millennium Copyright Act (17 U.S.C. 512). Send notices to our designated agent: Copyright Agent, Clutch Creator, Inc., 9337 Katy Fwy, Ste B, PMB 8001, Houston, TX 77024, United States, legal@clutch.io.

Notices. A notice must include your physical or electronic signature; the copyrighted work; the material claimed to infringe it and where it is, such as a page address; your name, address, telephone number and email address; a statement that you believe in good faith that the use is not authorized by the copyright owner, its agent or the law; and a statement that the notice is accurate and, under penalty of perjury, that you are the owner or authorized to act for the owner.

Counter-notice. If you believe material you posted was removed by mistake or misidentification, you may send our agent a counter-notice with your signature; the material and where it appeared; a statement under penalty of perjury that you believe in good faith it was removed by mistake or misidentification; your name, address and telephone number; and your consent to the jurisdiction of the federal district court for your address (or, outside the United States, any district where we may be found) and to service of process from the sender of the notice or their agent.

What we do. We promptly tell the person who posted material we remove on a notice, forward a valid counter-notice to the sender, and restore the material 10 to 14 business days after receiving the counter-notice, unless the sender first tells us they have sued.

False claims. Under 17 U.S.C. 512(f), anyone who knowingly misrepresents that material is infringing, or that it was removed by mistake, may be liable for damages.

Repeat infringers. We terminate, in appropriate circumstances, the Workspaces and Authorized Users that repeatedly infringe.

Other claims. Send trademark, defamation, privacy and other complaints about a Clutch-hosted site to legal@clutch.io.

Who can use it. Anyone can run the grader and Journey on a public website without an account, but not to overload a site or in breach of Section 10. They read public pages the way browsers and AI agents do, and never log in or read pages behind a password or payment. We may limit how often a site is graded.

Grades are opinions. A grade, score or ranking is our opinion as of the date and time shown, from a method we publish and apply to every site that combines automated checks and AI judgments. Sites change, checks can be wrong, and a grade guarantees no search ranking, AI visibility or result.

What we publish. We may publish results on clutch.io, including pages for individual sites and tables that rank sites, agencies and platforms, which search engines may index. Names and trademarks only identify what was graded and imply no endorsement.

Corrections and removal. Each grade page shows when the site was scanned and the checks behind its grade. Clutch competes with some of the platforms and agencies we grade. If you show us a factual error, we correct it within 30 days or tell you why we will not. If you own or run a graded site, we remove its grade page and table entry from clutch.io on request and ask search engines to drop the page. Write to legal@clutch.io from the site's domain, or with other proof that you run it.

Using results. You may share and link to results, but not alter a grade or present it as an endorsement by Clutch.

Monitoring. Where we offer monitoring and you ask us to monitor a site, we email you when its grade changes, until you ask us to stop.

Authority. If you use the Services for a client, you confirm that the client has authorized you to manage its Sites and accounts, ask for and approve Agent Actions, accept these terms for that work, and engage us as its processor or subprocessor.

Flow-down. You will bind each client to terms at least as protective of us as Section 6, Section 7, Section 10 and Section 11, or have it accept these terms, and you are responsible for its compliance and for all fees for your Workspace's Sites. A client becomes our customer only by accepting these terms itself, such as by paying for a Site's plan.

Site transfer. We transfer a Site between Workspaces when both Workspace owners agree. If an agency and a client disagree about who controls a Site, we may keep it as it is until they agree or a court decides, or follow the party we reasonably believe controls its domain.

Google Ads for clients. If you manage a client's Google Ads account through the Services, you will comply with Google's Third-party policy for Google Ads.

Partner programs. Revenue share, referral, white label and resale programs need a separate partner agreement. Under your own brand, you will keep required notices, including Google's attribution and AI disclosures, and not mislead anyone about the use of AI.

Confidentiality. Each of us will use the other's non-public information, including Customer Content, Customer Personal Data, order form terms and non-public information about the Services, only for this Agreement, share it only with people and subprocessors who need it and are bound by confidentiality, and protect it with at least reasonable care. These duties last during this Agreement and for 3 years after it, and longer for trade secrets and for Customer Content and personal data we still hold. They do not cover information that is public through no fault of the recipient, or that it already knew, developed independently or received lawfully, and either of us may disclose information when the law requires, after notice where the law allows and with reasonable help, at the other's cost, if the other seeks to protect it.

Mutual. Each of us confirms that it has the authority to enter into this Agreement.

Beta features. Features labeled beta, preview or experimental come as they are, may change or end at any time, and carry no indemnity, service level or other commitment. Subject to the exceptions in Section 17, our total liability for them is US$100. A feature listed in a paid plan is never labeled beta.

Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES, OUTPUT, GRADES AND THIRD-PARTY SERVICES ARE PROVIDED AS IS AND AS AVAILABLE. TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT OUTPUT OR GRADES WILL BE ACCURATE, OR THAT USING THE SERVICES WILL ACHIEVE ANY RESULT, SUCH AS SEARCH RANKING, AI VISIBILITY, TRAFFIC, LEADS OR REVENUE.

No service level. We do not promise any level of uptime or support response time unless a signed order form says so.

Excluded damages. TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER OF US WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, LEADS, DATA, GOODWILL OR BUSINESS OPPORTUNITY, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING NEGLIGENCE, EVEN IF ADVISED OF THEIR POSSIBILITY.

Cap. TO THE FULLEST EXTENT THE LAW ALLOWS, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, UNDER ANY THEORY OF LIABILITY, INCLUDING NEGLIGENCE, WILL NOT EXCEED THE AMOUNTS YOU PAID FOR THE SERVICES, DIRECTLY OR THROUGH POLAR, IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR US$100 IF YOU PAID NOTHING.

Exceptions. The exclusions and the cap do not apply to your obligation to pay fees, to your obligations under Section 18, to your breach of the restrictions in Section 3 or of Section 10, to either party's fraud, gross negligence or willful misconduct, or to liability that cannot be limited by law.

Allocation. The fees reflect this allocation of risk, which is an essential basis of the bargain between us.

Our indemnity. We will defend you against any claim by a third party that the Services, as we provide them, infringe a United States patent, copyright or trademark or misappropriate a trade secret, and pay the damages and costs finally awarded against you or agreed in a settlement we approve. We have no obligation for claims arising from Customer Content, Output, Third-Party Services, free or beta features, combinations of the Services with anything we did not provide, changes not made by us, or use in breach of this Agreement. If the Services are, or we believe they may be, subject to such a claim, we may get you the right to keep using them, modify them so they no longer infringe, or end the affected Services and refund any prepaid fees for the remainder of the period. This paragraph states our entire liability for infringement claims.

Your indemnity. You will defend us, our affiliates and our and their officers, directors and employees against any claim by a third party, and pay the damages, fines and costs (including reasonable attorneys' fees) finally awarded or agreed in a settlement you approve, arising from: Customer Content you or your Authorized Users submit, and Output you publish, send or rely on; your Customer Sites and visitors' dealings with you through them; Visitor Data collected without the notices or consents the law requires; Agent Actions under Section 4; your use of Connected Accounts; your breach of Section 10 or of law; or, if you are an agency, your clients' claims and your clients' use of the Services.

THIS INDEMNITY APPLIES EVEN IF THE CLAIM OR LOSS IS CAUSED IN PART BY OUR NEGLIGENCE OR BY ERRORS OF THE AI FEATURES, BUT NOT TO THE EXTENT IT IS CAUSED BY OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Process. The party seeking defense will notify the other promptly (a delay only reduces the other's obligation to the extent it is prejudiced), give it sole control of the defense and settlement, and cooperate at its expense. No settlement may admit fault by, or impose an obligation on, the defended party without its consent, which it will not unreasonably withhold.

Term. This Agreement lasts until it is terminated, and each plan renews monthly until it is cancelled under Section 8. You may end this Agreement by cancelling all paid plans and asking us at legal@clutch.io to close your Workspace.

Termination by us. We may end this Agreement or a plan: for convenience, or because we stop offering the Services, on at least 30 days' notice, refunding prepaid fees for the rest of the period and any unspent paid funds; for a material breach you do not cure within 30 days of notice (10 days for non-payment); or immediately for a breach of Section 10 that creates legal or security risk, where the law requires it, or if you become insolvent. If we end it for your breach, unspent funds are not refunded.

Suspension. We may suspend all or part of the Services, including a Site, a Connected Account or an AI feature, immediately where reasonably needed to protect the Services or others, to address a security threat or a breach of Section 10, to comply with law or a provider's requirement, or for non-payment. Where practical, we limit it, tell you, and lift it when the reason is resolved.

Effect. When this Agreement ends, your right to use the Services ends, your Customer Sites stop being served, and you pay any fees owed. Section 11 governs Customer Personal Data. We delete Customer Content within 60 days after termination, and from backups within a further 30 days, unless the law requires us to keep it.

Survival. These survive termination: Section 1; Section 5, except our license once deletion is complete; fees owed, the refund terms and the rule that funds have no cash value; Section 11, until deletion is complete; your responsibility for your clients; and Section 15 through Section 22.

Governing law. This Agreement is governed by the laws of the State of Texas, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Try to resolve it first. Before suing, the party with a dispute will describe it in writing to the other (to us at legal@clutch.io and our address above), and both will try in good faith to resolve it for 30 days.

Courts. Each party submits to the exclusive jurisdiction of the Texas state courts and the United States District Court for the Southern District of Texas, Houston Division, for any dispute arising out of or related to this Agreement or the Services. Venue lies in Harris County, Texas where the law allows the parties to choose it, and otherwise in a Texas court of proper venue.

Exceptions. Either party may bring an individual small claims action, or seek an injunction in any court with jurisdiction to protect its intellectual property or confidential information, without the informal process. Payment disputes with Polar follow Section 8.

Jury waiver. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES.

Class waiver. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. If this class waiver is found unenforceable for a claim, that claim proceeds in court without a jury.

Updates. We may change these terms. We tell Workspace owners by email and in the Services at least 30 days before a material change takes effect; other changes take effect when posted here with a new date, and changes the law requires may take effect sooner. A change to fees, to the pricing of AI credits, or to Section 4, Section 11, Section 17, Section 18, Section 20 or this section is always material.

Acceptance. If you keep using the Services after a change takes effect, you accept it. If you do not accept a material change, you may cancel before it takes effect. A change does not apply to a dispute that arose before it.

Entire agreement. This Agreement is the entire agreement between us about its subject and replaces all earlier ones.

Assignment. Neither of us may assign this Agreement without the other's consent, except with notice to a successor to all or substantially all of its business or assets. Any other assignment is void.

Force majeure. Neither of us is liable for a delay or failure caused by events beyond its reasonable control, but this does not excuse payment.

Notices. Our notices go to your Workspace owner's email address and are given when sent. Yours go to legal@clutch.io with a copy to Clutch Creator, Inc., 9337 Katy Fwy, Ste B, PMB 8001, Houston, TX 77024, United States, and are given when received; cancelling a plan by email needs no postal copy.

Export and sanctions. You will comply with US and other export and sanctions laws. You confirm that you and your Authorized Users are not in, or organized under the laws of, a country or region under comprehensive US sanctions, or on a US list of restricted parties. You will not use the Services where our AI providers do not offer theirs.

Publicity. We may name you as a customer and show your logo and published Sites in our marketing until you ask us to stop at legal@clutch.io.

Relationship. We are independent contractors. Except for those indemnified under Section 18, there are no third-party beneficiaries of this Agreement.

Waiver and severability. Not enforcing a provision does not waive it. An unenforceable provision is enforced to the maximum extent possible, and the rest of this Agreement stays in effect.

Language and signature. The English version of this Agreement controls over any translation. Accepting it or an Order electronically binds you like a signature.