CLUTCH TERMS OF SERVICE

Effective October 11, 2024

Clutch Terms Of Service

This WithClutch, Inc. (“Clutch”) Terms of Service Agreement (this “Agreement”) sets forth the terms and conditions that apply to your access and use of the online functions, products and services made available to you through banks, credit unions, mortgage companies, insurance companies, and other financial institutions (the “Financial Services Provider”) and any and all of its subsidiaries and affiliates. You can apply for these products and services through this Clutch website (the “Platform”). 

Through the Platform, users may apply for different products and services and users may provide information that (i) banks, credit unions, mortgage companies, and other financial institutions (“Financial Services Providers”) use to process loan and deposit applications and offer other financial services to you. These Terms of Service govern your browsing, viewing and other use of the Platform. For purposes of this Agreement, “you” “user,” and “your” mean the Platform account creator, authorized signer, authorized representative, delegate, and/or other authorized Platform user, including co-applicant.

To use the Platform and obtain any product or service, you must agree to Clutch’s e-sign agreement, which means acceptance of this Agreement and all other agreements with Clutch, such as our Privacy Policy and Arbitration Agreement. These agreements are effective and binding on you just as if you had signed the document with pen and ink, and you agree all communication with you related to Clutch or any Financial Service Providers or Insurance Services Providers may be in electronic form.

Your acceptance of this Agreement is required to use the Platform and to obtain any product or service offered through the Platform.

CLUTCH IS NOT A FINANCIAL SERVICES PROVIDER, LOAN BROKER, AND DOES NOT MAKE LENDING, CREDIT, OR OTHER ACCOUNT DECISIONS ON BEHALF OF FINANCIAL SERVICES PROVIDERS. CLUTCH IS NOT AN INSURANCE PROVIDER, AND DOES NOT MAKE INSURANCE DECISIONS ON BEHALF OF INSURANCE SERVICES PROVIDERS. THE PLATFORM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO LEND, OPEN FINANCIAL ACCOUNTS, OR PROVIDE INSURANCE.

Please read this Agreement carefully, as it (among other things) provides in Section 14 that you and Clutch will arbitrate certain claims instead of going to court and that you will not bring class action claims against Clutch. Please only create a Platform account or otherwise use the Platform if you agree to be legally bound by all terms and conditions herein. Your acceptance of this Agreement creates a legally binding contract between you and Clutch. If you do not agree with any aspect of this Agreement, then do not create a Platform account or otherwise use the Platform. Taking any action on the Platform means you agree to this Terms of Service Agreement just as if you had signed it with pen and paper.

If you are viewing this on your mobile device, you can also view this Agreement via a web browser on your computer at https://www.withclutch.com/terms-of-service.

Note for Children

Use of the Platform by anyone under the age of 15 is prohibited. By using the Platform, you represent and warrant that you are at least 15 years of age.

Privacy Policy

Clutch’s Privacy Policy, at https://www.withclutch.com/privacy-policy (the “Privacy Policy”), describes the collection, use and disclosure of data and information by Clutch in connection with the Platform. The Privacy Policy, as may be updated by Clutch from time to time in accordance with its terms, is hereby incorporated into this Agreement, and you hereby agree to the collection, use, and disclosure practices set forth therein.

Restrictions

You expressly agree that if you are located in any member state that is part of the European Economic Area or any member state that has adopted the General Data Protection Regulation, you are not permitted to use the Platform and you are not permitted to provide any personal data to us.

1. How it works

The Platform allows users to provide information that Financial Services Providers and Insurance Services Providers use to offer financial services to you.

2. Risks of using the Platform. Conducting transactions or inquiries through online services such as the Platform has inherent risks and is susceptible to interruption. By using the Platform, you agree to the following and accept the following risks:

- Online information transmission can be disrupted. You accept the risk the Platform could be affected by technical difficulties that impair your ability to obtain, view or deliver information or execute requests, including in time- sensitive requests.

- When you create an account, you agree to protect your login credentials. You agree to accept the risk of unauthorized access and use of your account if your credentials are guessed, stolen, intercepted, or if Clutch’s system is breached or used without proper authorization. If you learn of any unauthorized use of your account, you must contact us immediately by using the contact information in Section 16 Clutch is not responsible for any unauthorized access to or use of your account.

- Clutch’s obligation is to use reasonable information security measures, and you acknowledge and agree that Clutch’s systems are not 100% secure against every possible attack.

3. Account Registration and Confidentiality

3.1 Account Registration and Confidentiality. You may be required to sign up for a Platform account and to provide information for creating and authenticating a Platform account (“Clutch Account Credentials”). If so, you agree to provide us with Clutch Account Credentials that are accurate, complete, and current. You may not use an email address or other identifier that you do not have the right to use, or another person’s email address or other identifier. In addition, you agree that you will protect the security of your Platform account, and that you will not share your Platform account with anyone unless you are using the Platform jointly with a co-applicant to apply for financial or insurance services products.

3.2 Unauthorized Account Use. You are responsible for any activity associated with your Platform account, and for notifying us, using the contact information in Section 16 if you become aware of any unauthorized access to your Platform account. We reserve the right to disable any user account with a profile which we believe (in our sole discretion) is false or misleading (including a profile that impersonates a third party). You understand and agree that we may require you to provide information to confirm your identity and help ensure the security of your Platform account. Clutch will not be liable for any loss, damages, liability, expenses, or attorneys’ fees that you may incur as a result of someone else using your account, as a result of your use or misuse, with or without your knowledge, and regardless of whether you have or have not advised us of such unauthorized use. In such a case, you will be liable for losses, damages, liability, expenses, and attorneys’ fees incurred by Clutch or a third party due to someone else’s use of your Platform account.

3.3 User Acknowledgment. Clutch is not involved with, and is not responsible for, any fee arrangement that you may enter into with any Provider. You acknowledge and agree to this arrangement. Except where prohibited by law, Clutch will not be liable for any losses, costs, damages, or claims in connection with, arising from, or related to your use of a Provider's products or services, including any fees charged by a Provider. You are responsible for your financial decisions. You are responsible for all financial decisions you make on the Platform through a Provider. These Provider products and services are offered to you upon the express condition that you will fully evaluate your own financial circumstances, the terms of the products and services, and are fully responsible for your own financial decisions. Only you can consider your financial situation and circumstances. You agree to pursue a product or service offered on the Platform through a Financial Services Provider only after you have determined it is right for you.

4. Account Registration and Confidentiality

4.1 Authorization to Retrieve and Use Information You Provide.

(a) Submitted Information. By providing information about yourself, including Clutch Account Credentials and third-party account credentials such as usernames, passwords, PINs, and other log-in information (“Submitted Information"), you are licensing such Submitted Information to Clutch and our agents for the purpose of operating the Platform. You represent that you are entitled to provide the Submitted Information to Clutch to use for the purpose of operating the Platform, without any obligation by Clutch to pay any fees or be subject to any restrictions or limitations. You hereby authorize and permit Clutch to use and store the Submitted Information for the purpose of operating the Platform, including configuring the Platform to be compatible with third-party websites that enable Clutch to operate the Platform. Clutch will store the Submitted Information in encrypted form, and will use the Submitted Information, only in accordance with this Agreement and our Privacy Policy. We do not control, maintain, or endorse the third-party content or third-party services. You should review all of the relevant terms and conditions associated with third-party content or third-party services, including any privacy policies and terms of service.

(b) Account Information. Where available, for the purpose of completing your application, Clutch and its agents may access and retrieve, or enable you to initiate access to and retrieval of, account information and other data and documents (“Account Information”) from online accounts at third parties, including the DMV’s Motor Vehicle Records, financial institutions, investing platforms, payroll providers, and tax preparation platforms, among others, in accordance with our Privacy Policy. This information may also include credit documentation and other information for verifying and/or re-verifying your assets, income, and employment. When available, Account Information may be prepopulated in the Platform. Please note that when displayed through the Services, Account Information does not represent an official record of your accounts with third parties. Account Information is only as recent as the time shown, and Clutch does not have an obligation to keep such data up-to-date at all times. Account Information may be more up-to-date when obtained directly from the relevant third-party sites. Clutch may also store Account Information and use the Submitted Information to update and maintain Account Information for future use.

(c) Recipients of Submitted Information and Account Information. As part of the Platform, we also transmit Submitted Information and Account Information to your Providers, relevant parties specifically authorized to receive the information on behalf of the Providers, and potentially your Providers’ successors-in-interest. By using the Platform, you expressly authorize Clutch and our agents to access, retrieve, and transmit Submitted Information and Account Information as part of the Platform, on your behalf, and as your agent.

(d) Credit Inquiries. You are hereby providing "written instructions" to Clutch under the Fair Credit Reporting Act authorizing Clutch to obtain information from your personal credit profile to pre-qualify you for products and services from Financial Services Providers, including to use the information to advertise products and services to you and target ads to you through our Providers. This will NOT impact your credit score. However, should you decide to go through with an application, you also provide “written instructions” authorizing  Financial Services Providers to conduct a hard credit inquiry in order to evaluate your application, which may affect your credit score. Your authorization in this Agreement is in addition to: (i) terms you accept at the time you submit a loan or account inquiry, (ii) terms in any loan or account application; (iii) terms in loan or account documents if you obtain a loan or open an account. You agree you will provide current, complete, and accurate information about yourself and any co-applicants or co-signers. If any information you provide is untrue, inaccurate, not current, or incomplete, Providers have the right to terminate your submission and to decline to provide any and all future use of the Platform or Provider services or offering. At all times, Providers reserve the right to decline any loan or account submission or application for a loan or account. You are furthermore providing "written consent" to Clutch, as applicable, under the Driver's Privacy Protection Act authorizing Clutch to verify that the vehicle you submit through the Platform is titled to your name. You consent to the sharing of the information you have provided in the application and any credit reports obtained by Clutch with applicable Financial Services Providers. You understand that Financial Services Providers may keep your loan request information and any other information provided by Clutch or received by them in the processing of your loan or account request, whether or not you are qualified for a loan or account with them or if you make a loan or account with them.

(e) Payoff Letters. If applicable, you hereby consent and agree that Clutch may obtain your loan payoff information from your current Financial Services Provider to use for purposes of servicing your activities through the Platform.

(f) Power of Attorney. As part of these Terms of Service and solely for the purpose of providing the Platform, you grant Clutch and our agents a limited power of attorney, and appoint Clutch and our agents as your attorney-in-fact and agent, to access third-party websites, use Submitted Information you provide, and retrieve Account Information, with the full power and authority to do and perform each task necessary in connection with such activities as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN CLUTCH AND ITS AGENTS ARE ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD-PARTY WEBSITES, CLUTCH AND ITS AGENTS ARE ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY THAT OPERATES THE THIRD-PARTY WEBSITE. Clutch cannot always foresee or anticipate technical or other difficulties that may result in failure to obtain data or in loss of data. Further, Clutch does not assume responsibility for the timeliness, accuracy, deletion, or non-delivery of, or failure to store, any data.

(g) Right to Provide Submitted Information and Account Information. You represent and warrant to us that you have all rights to the Submitted Information and Account Information that you provide to us via the Platform. You are responsible for the accuracy and completeness of the Submitted Information and Account Information. You, and not Clutch, are liable in the event that such Submitted Information and/or Account Information is not accurate or complete. You agree that you will indemnify, defend, and hold harmless Clutch for all claims resulting from your unauthorized access to Submitted Information and Account Information, or for any inaccurate or incomplete Submitted Information and/or Account Information. Clutch reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.

(h) Providers. Clutch provides a tool to help you submit applications, estimates, quotes, and certain other information related to third-party products and Providers. Clutch is not responsible for either the availability of these Providers or their offerings, including for any loans, insurance policies, or other products or services you may obtain by contacting any of them as a result of your use of the Platform. We make no guarantees regarding the quotes, fees, terms, rates, coverage, or services offered or made available by Providers. Clutch does not guarantee that quotes, fees, terms, rates, coverage, or services offered by Providers are the best available. Clutch does not necessarily validate or investigate the licensing, certification, or other requirements and qualifications of Providers. It is your responsibility to investigate Providers. You acknowledge and agree that Providers are solely responsible for any loans, insurance policies, or other products or services that they may offer or provide to you and that Clutch shall not be liable for any losses, costs, damages or claims in connection with, arising from or related to your use of a Provider's products or services. Clutch always recommends getting the advice of financial advisors, insurance agents, brokers, or other qualified professionals who are fully aware of your individual circumstances before you make any financial decisions. You acknowledge and agree that you rely solely on your own judgment and that of your advisors in selecting any products or services offered by Providers.

4.2 Phone Calls; SMS Messages; Two-Factor Authentication Program. You agree that Clutch, or Clutch's authorized representatives, may call and/or send text messages (including by using equipment to automatically dial telephone numbers) to the number you provided when you registered and/or have otherwise provided to use in connection with the Platform for purposes of responding to your interest in using the Platform, for marketing/sales purposes, or for any other servicing or informational purpose related to your account.

The two-factor authentication program is for sending two-factor authentication short code messages. You can cancel the SMS at any time. Just text “STOP” to the short code. If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again. Carriers are not liable for delayed or undelivered messages. As always, message and data rates may apply for any messages sent to you from us and to us from you. You will receive one message per authentication attempt.

4.3 Licenses.

(a) Your License. Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access and use the Platform only for your own internal, personal, or non-commercial use, and only in a manner that complies with all local, state, national, and foreign laws, treaties, regulations, and other legal requirements that apply to you or your use of the Platform, including those relating to data security and data privacy. If your use of the Platform is prohibited by applicable law, then you do not have authorization to use the Platform.

(b) License You Grant Clutch. Anything you upload, share, store, or otherwise provide, or that we obtain from third parties when acting as your agent, including Submitted Information and Account Information, is content that you provide. You hereby grant Clutch a license to translate, modify (for technical purposes, such as making your content viewable on a mobile device as well as a computer), reproduce, and otherwise act with respect to such content, in each case to enable us to enhance the operation of the Platform, or to provide products or services to you through or in connection with the Platform. You also grant Clutch a license to aggregate and/or de-identify the information you provide, which Clutch may use for improving the Platform and developing business analytics, as discussed in our Privacy Policy. This is a license only; your ownership of the content you provide is not affected. You agree that the licenses you grant are royalty-free, perpetual, sub-licensable, irrevocable, and worldwide.

4.4 Restricted Activities. You agree not to use the Platform in relation to any activities associated with or in connection with: (i) any violation of any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); or (ii) any activity that we deem, in our sole discretion, may be associated with a high level of risk, may create liability for us or may cause us to lose the services of any of our third-party service providers.

4.5 Legal Compliance. You acknowledge, consent, and agree that Clutch may access, preserve, and disclose content you provide us if required to do so by law or in a good faith belief that such access, preservation, or disclosure is permitted by our Privacy Policy or reasonably necessary or appropriate for any of the following reasons: (1) to comply with legal process (e.g., a subpoena, court order, or warrant); (2) to enforce this Agreement; (3) to respond to claims that any content violates the rights of third parties; (4) to protect the rights, property, or personal safety of Clutch, our agents and affiliates, our users, or the public; or (5) to address your requests.

4.6 Clutch is not a Professional Advisor. Clutch is not in the business of providing professional services or legal, tax, or other advice through or relating to this Platform. Please consult your Providers and/or professional advisors with questions relating to your use of the Platform.

5. Representations and Warranties.

You represent, warrant, and covenant that, in connection with this Agreement and the Platform, you will not and will not attempt to: (i) violate any laws, third party rights, or our applicable policies; (ii) re-join or attempt to use the Platform if Clutch has banned or suspended you; (iii) defraud Clutch or any other person or entity; or (iv) use another user’s account or allow another person to use your user account. Any illegal activities undertaken in connection with the Platform may be referred to the authorities. Clutch does not warrant the accuracy, adequacy, or completeness of the information provided on the Platform and expressly disclaims liability for any errors or omissions in such information. No warranty of any kind, implied, expressed or statutory including but not limited to the warranties of non-infringement of third-party rights, title, merchantability, fitness for a particular purpose and freedom from computer virus, is given in conjunction with the information.

6. Ownership; Proprietary Rights.

As between you and Clutch, Clutch owns all worldwide right, title, and interest, including all intellectual property and other proprietary rights, in and to the Platform and all usage and other data generated or collected in connection with the use thereof (the “Clutch Materials”). Except for as expressly set forth herein, you agree not to license, distribute, copy, modify, publicly perform, or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make any unauthorized use of the Clutch Materials. You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, algorithm, or programs underlying the Clutch Materials. Clutch reserves the right to modify or discontinue the Platform or any version(s) thereof at any time in its sole discretion, with or without notice.

7. Third Party Sites.

The Platform may include advertisements or other links that allow you to access websites or other online services that are owned and operated by third parties. You acknowledge and agree that Clutch is not responsible and shall have no liability for the content of such third-party sites and services, products, or services made available through them, or your use of or interaction with them.

8. Connected Accounts.

The Platform offers products and services that allow you to “connect” or “link” external accounts, such as a bank account, a loan, or a credit card account held at another institution. You agree to the following terms and conditions when you connect an account at another institution:

• If you elect to connect or link any such account at another institution, we refer to it as a “Connected Account.”

• Clutch will obtain your account information. If you elect to connect an external account to Clutch, Clutch will obtain information from the Connected Accounts. The specific information Clutch obtains may vary by institution and account type. You should assume Clutch will obtain from the account any information that is available to you.

• Use of Connected Information. If you elect to connect an account through any Clutch service, Clutch may use the information from the connected account for any purpose permitted by Clutch’s Privacy Policies, including use of the information to identify products and services that may be of interest to you, sharing information with affiliated companies to offer products and services to you, and identifying if you would be likely to be eligible for certain products and services.

• Use of Plaid Services. To connect an account, Clutch may ask you to use a service offered by Plaid Inc. (“Plaid”). By using these Services, you acknowledge and agree that Plaid’s Privacy Policy will govern Plaid’s use of information it collects about you or that you provide to Plaid, and you expressly agree to the terms and conditions of Plaid’s Privacy Policy. Further, you expressly grant Plaid the right, power, and authority to access and transmit your information as reasonably necessary for Plaid to provide the Services to you.

9. Prohibited Uses.

As a condition of your use of the Platform, you will not use the Platform for any purpose that is unlawful or prohibited by this Agreement. You may not use the Platform in any manner that in our sole discretion could damage, disable, overburden, impair, or interfere with any other party’s use of it. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Platform. You agree not to scrape or otherwise use automated means to access or gather information from the Platform, and agree not to bypass any robot exclusion measures we may put into place.

10. Termination.

You may terminate this Agreement at any time, for any reason or for no reason, by deleting your Platform account or by contacting us at legal@withclutch.com. You agree that Clutch, in its sole discretion and for any or no reason, may terminate this Agreement, your account, or your use of the Platform, at any time and without notice. Clutch may also, in its sole discretion and at any time, discontinue providing the Platform, or any part thereof, with or without notice. You agree that Clutch shall not be liable to you or any third party for any such termination. Sections 3.2, 3.3, 4.1, 4.3(b), 4.4, 4.5, 4.6 and 5-15 (inclusive) will survive any termination of this Agreement.

11. Disclaimers; No Warranties.

THE PLATFORM AND ANY CHANNELS, MEDIA, INFORMATION OR OTHER MATERIALS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE PLATFORM ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CLUTCH AND ITS LICENSORS, SERVICE PROVIDERS, AND PARTNERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. CLUTCH AND ITS LICENSORS, SERVICE PROVIDERS, AND PARTNERS DO NOT WARRANT THAT THE FEATURES AND FUNCTIONALITY OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVERS THAT MAKE AVAILABLE THE FEATURES AND FUNCTIONALITY THEREOF ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF PRODUCTS OR SERVICES OFFERED, PURCHASED, OR RECEIVED IN CONNECTION WITH THE PLATFORM. PRODUCTS AND SERVICES OFFERED, PURCHASED, OR RECEIVED (WHETHER OR NOT FOLLOWING SUCH RECOMMENDATIONS AND SUGGESTIONS) IN CONNECTION WITH THE PLATFORM ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND FROM CLUTCH OR OTHERS (UNLESS, WITH RESPECT TO SUCH OTHERS ONLY, PROVIDED EXPRESSLY AND UNAMBIGUOUSLY IN WRITING BY A DESIGNATED THIRD PARTY FOR A SPECIFIC PRODUCT OR SERVICE). CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE PLATFORM IS DOWNLOADED AND USED AT YOUR SOLE DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE, SOFTWARE, TECHNOLOGY, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CLUTCH OR THROUGH OR FROM THE PLATFORM SHALL CREATE ANY WARRANTY. CLUTCH MAKES NO REPRESENTATION, WARRANTY, GUARANTEE, OR PROMISE THAT THE PRODUCTS, SERVICES, OR PLATFORM WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULTS. DECISIONS MADE BY PROVIDERS AND OTHERS AS A RESULT OF THE INFORMATION COMPILED FROM AND ABOUT YOU THROUGH THE PLATFORM ARE THE SOLE RESPONSIBILITY OF SUCH PROVIDERS AND OTHERS, AND ARE SUBJECT TO THE TERMS AND CONDITIONS OF SUCH PROVIDERS AND OTHERS.

12. Indemnification.

You agree to indemnify and hold Clutch and its Providers and affiliated companies, and each of their officers, directors, employees, contractors, attorneys, and agents, harmless from any claims, losses, damages, liabilities, costs, and expenses, including reasonable attorney’s fees (any of the foregoing, a “Claim”), arising out of or relating to your use or misuse of the Platform, any content submitted to or through the Platform by you or anyone using your credentials, including, without limitation, Submitted Information and Account Information, your breach of this Agreement or infringement, misappropriation, or violation of the intellectual property or other rights of any other person or entity, provided that the foregoing does not obligate you to the extent the Claim arises out of Clutch’s willful misconduct or gross negligence. Clutch reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.

13. LIMITATION OF LIABILITY AND DAMAGES.

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL CLUTCH OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, PROVIDERS, OR THIRD PARTY PARTNERS, LICENSORS, OR SERVICE PROVIDERS (“CLUTCH RELATED PARTY”), BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT ARISE OUT OF OR RELATE TO (A) THE PLATFORM, INCLUDING YOUR USE THEREOF, (B) ANY OTHER INTERACTIONS WITH CLUTCH OR (C) DECISIONS MADE BY PROVIDERS AND OTHERS AS A RESULT OF THE INFORMATION COMPILED FROM AND ABOUT YOU THROUGH THE PLATFORM, EVEN IF CLUTCH OR A PROVIDER, OR CLUTCH REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, IN WHICH CASE CLUTCH’S OR CLUTCH RELATED PARTIES’ LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE TOTAL LIABILITY OF CLUTCH OR ITS PROVIDERS, AFFILIATES, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS, OR SERVICE PROVIDERS TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE PLATFORM EXCEED THE GREATER OF (I) $100 OR (II) AMOUNTS PAID BY YOU TO CLUTCH DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. In the event that you have a dispute with any third party, you agree that Clutch is under no obligation to become involved on your behalf. You release Clutch, and our officers, employees, agents, and successors and Providers from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way relating to such disputes and/or the Platform. If you are a California resident, you hereby waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." This release includes the criminal acts of others.

14. DISPUTE RESOLUTION AGREEMENT - Please read carefully.

14.1 Agreement to Arbitrate.

Except as expressly provided below, I agree that by clicking the “I Agree” or “Let’s Get Started” button on WithClutch, Inc.'s or any of its affiliates (together, “Clutch”) website, any claim, dispute or controversy arising out of or related to (i) my registration on Clutch's website, (ii) my submission of information to Clutch in connection with any non-mortgage loan presented by Clutch and offered by a Provider, (iii) my application for any non-mortgage loan presented by Clutch and offered by a Provider, (iv) my submission of information in connection with any application for a product or service from a Financial Services Provider or (iv) the disclosures provided to me by Clutch in connection with any non-mortgage loan that Clutch presents (collectively, “Claim”) shall be, at my or your election, submitted to and resolved on an individual basis by binding arbitration under the Federal Arbitration Act, 9 U.S.C. §§1 et seq. (the “FAA”) before the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (“AAA Rules”) in effect at the time the arbitration is brought, or before any other party that you and I agree to in writing, provided that such party must not have in place a formal or informal policy that is inconsistent with or purports to override the terms of this Dispute Resolution Agreement. The AAA Rules are available online at www.adr.org. If the AAA cannot serve as administrator and we cannot agree on a replacement, a court with jurisdiction will select the administrator or arbitrator. For purposes of this Agreement, the terms “you,” “your,” and “yours” mean Clutch and all of Clutch's officers, directors, employees, affiliates, subsidiaries, and parents. These terms also include any party named as a co-defendant with you in a Claim asserted by me, such as Providers or debt collectors. “Claim” has the broadest possible meaning, and includes initial claims, counterclaims, cross-claims and third-party claims. It includes disputes based upon contract, tort, consumer rights, fraud and other intentional torts, constitution, statute, regulation, ordinance, common law and equity (including claims for injunctive or declaratory relief). However, “Claim” does not include (A) any individual action brought by me in small claims court or my state's equivalent court, unless such action is transferred, removed or appealed to a different court. In addition, any dispute concerning the validity or enforceability of this Dispute Resolution Agreement must be decided by a court, or (B) disputes about the validity, enforceability, coverage or scope of this Arbitration Agreement or any part thereof, which are for a court to decide. TO THE EXTENT PERMITTED UNDER FEDERAL LAW, YOU AND I AGREE THAT EITHER PARTY MAY ELECT TO ARBITRATE AND REQUIRE THE OTHER PARTY TO ARBITRATE ANY CLAIM UNDER THE FOLLOWING TERMS AND CONDITIONS, WHICH ARE PART OF THIS AGREEMENT. EFFECTIVE AS OF OCTOBER 3, 2016, THIS ARBITRATION AGREEMENT DOES NOT APPLY IF, YOU ARE A MEMBER OF THE ARMED FORCES OR A DEPENDENT OF SUCH MEMBER COVERED BY THE FEDERAL MILITARY LENDING ACT. IF YOU WOULD LIKE MORE INFORMATION ABOUT WHETHER YOU ARE COVERED BY THE MILITARY LENDING ACT, IN WHICH CASE THIS ARBITRATION AGREEMENT DOES NOT APPLY TO YOU, YOU MAY CONTACT CLUTCH AT LEGAL@WITHCLUTCH.COM. The Arbitration Agreement does not apply to any disputes relating to a mortgage loan or application for a mortgage loan.

14.2 RIGHT TO REJECT

I may reject this Dispute Resolution Agreement by emailing legal@withclutch.com within sixty (60) days after registering on the Platform. Any rejection notice must include your name, email address, and telephone number.

14.3 Jury Trial Waiver.

IF EITHER YOU OR I CHOOSE ARBITRATION, NEITHER PARTY WILL HAVE THE RIGHT TO A JURY TRIAL, TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN THE APPLICABLE ARBITRATION RULES, OR OTHERWISE TO LITIGATE THE DISPUTE OR CLAIM IN ANY COURT (OTHER THAN IN AN ACTION TO ENFORCE THE DISPUTE RESOLUTION AGREEMENT OR THE ARBITRATOR'S AWARD). FURTHER, I WILL NOT HAVE THE RIGHT TO PARTICIPATE AS A REPRESENTATIVE OR MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. THE ARBITRATOR'S DECISION WILL BE FINAL AND BINDING EXCEPT FOR ANY APPEAL RIGHT UNDER THE FAA. OTHER RIGHTS THAT YOU OR I WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

14.4 Class Action Waiver.

CLASS ACTION WAIVER: IF EITHER YOU OR I ELECT TO ARBITRATE A CLAIM, NEITHER YOU NOR I WILL HAVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE ACTION IN COURT OR IN ARBITRATION, EITHER AS A CLASS REPRESENTATIVE OR CLASS MEMBER. Further, unless both you and I agree otherwise in writing, the arbitrator may not join or consolidate Claims with claims of any other persons. No arbitrator shall have authority to conduct any arbitration in violation of this provision or to issue any relief that applies to any person or entity except you and me individually.

14.5 Procedures.

If I reside in the U.S., any arbitration hearing shall take place within the federal judicial district in which I reside. If I reside outside the United States, I agree that any arbitration hearing shall take place in San Francisco, California. Each party will bear the expense of its own attorneys, experts and witnesses, regardless of which party prevails, unless applicable law or this Agreement gives a right to recover any of those fees from the other party. If my Claim is for $10,000 or less, you agree that I may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing or by an in-person hearing as established by the AAA Rules. If my Claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. All fees and expenses of the arbitrator and administrative fees and expenses of the arbitration shall be paid by the parties as provided by the AAA Rules, governing the proceeding, or by specific ruling by the arbitrator or agreement of the parties. The arbitrator shall have the authority to award in favor of the individual party seeking relief all remedies permitted by applicable substantive law, including, without limitation, compensatory, statutory and punitive damages (subject to constitutional limits that would apply in court), and attorneys' fees and costs. In addition, the arbitrator may award declaratory or injunctive relief but only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted in that party's individual Claim. Upon the timely request of either party, the arbitrator shall write a brief explanation of the basis of his or her award. Any court with jurisdiction may enter judgment upon the arbitrator's award. If the arbitrator determines that any claim or defense is frivolous or wrongfully intended to oppress the other party, the arbitrator may award sanctions in the form of fees and expenses reasonably incurred by the other party (including arbitration administration fees, arbitrator's fees, and attorney, expert and witness fees), to the extent such fees and expenses could be imposed under Rule 11 of the Federal Rules of Civil Procedure.

14.6 Governing Law.

This Dispute Resolution Agreement is made pursuant to a transaction involving interstate commerce and shall be governed by the FAA, and not by any state law concerning arbitration. If I have a question about the AAA, I can contact them as follows: American Arbitration Association, 120 Broadway, Floor 21, New York, N.Y. 10271, 212-716-5800, www.adr.org.

14.7 Confidentiality.

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be, and the parties agree to treat the foregoing as, strictly confidential for the benefit of all parties.

14.8 Severability.

This Dispute Resolution Agreement shall survive the conclusion of any Clutch consumer product or service, any bankruptcy or insolvency, any cancellation or request for cancellation of the Agreement. If any part or parts of this Dispute Resolution Agreement are found to be invalid or unenforceable by a decision of a tribunal of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed, but the remainder of this Dispute Resolution Agreement shall continue in full force and effect, except that: (A) If a determination is made in a proceeding involving you and me that the Class Action Waiver is invalid or unenforceable, only this sentence of this Arbitration Agreement will remain in force and the remainder of this Arbitration Agreement shall be null and void, provided that the determination concerning the Class Action Waiver shall be subject to appeal, and (B) If a Claim is brought seeking public injunctive relief and a court determines that the restrictions in this Arbitration Agreement prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such Claim (and that determination becomes final after all appeals have been exhausted), the Claim for public injunctive relief will be determined in court and any individual Claims seeking monetary relief will be arbitrated. In such a case, the parties will request that the court stay the Claim for public injunctive relief until the arbitration award pertaining to individual relief has been entered in court. In no event will a Claim for public injunctive relief be arbitrated.

15. Miscellaneous.

Clutch may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time by posting a current version on the Platform without delivering any notice to you. Please review the current version of this Agreement on the Platform from time to time, because your continued access or use of the Platform shall be deemed your acceptance of the Terms of Service in place at that time. Under this Agreement, you consent to receive communications from Clutch electronically. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to this Agreement or the Platform that is not subject to arbitration under Section 14 shall be filed only in the state or federal courts in California (or a small claims court of competent jurisdiction) and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Clutch without restriction. This is the entire agreement between us relating to the subject matter herein and shall not be modified except in a writing, signed by both parties, or by a change to this Agreement made by Clutch as set forth herein.

16. More Information; Complaints.

The services hereunder are offered by Clutch, Inc., located at 830 Avenue Balboa, Half Moon Bay, CA 94019, email: legal@withclutch.com, telephone: 650.842.0703. If you are a California resident, note that you may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs via mail at 1625 North Market Blvd., Suite N112, Sacramento, CA 95834 or telephone at (800) 952-5210. Hearing impaired users can call (800) 735-2929 (TTY) or (800) 735-2922 (Voice).