Terms of Service.

Clutch Inc. was founded to help protect people; that includes protecting the integrity of every engagement we undertake. These Terms of Service set out what we will do, what we ask of you in return, and the boundaries that apply on both sides. We have written them to be read. Where the law required precision, we erred toward precision.

— The Clutch Team

These Terms of Service ("Terms") govern your access to and use of the software, websites, mobile applications, and concierge services offered by Clutch Inc. ("Clutch," "we," "our," or "us"), collectively referred to as the "Services." Please read these Terms carefully. By accessing or using the Services, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated herein by reference.

If you do not agree to these Terms, you may not access or use the Services.

1) Acceptance of Terms

By creating an Account, accessing our website, downloading our mobile application, or engaging Clutch for concierge services, you represent that you have read, understood, and agreed to these Terms. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, in which case "you" and "your" refer to the organization.

These Terms constitute a binding legal agreement between you and Clutch. If you are entering into a separate written engagement agreement with Clutch for concierge services, the terms of that engagement agreement will govern the specific scope, fees, and confidentiality provisions of that engagement and will take precedence over these Terms to the extent of any conflict regarding the engagement.

2) Description of the Services

Clutch offers the following Services:

• Concierge Services. Bespoke physical, cyber, and operational security consulting, executive protection, estate security, vigilance technology, and safe-travel services delivered under a separately scoped engagement agreement.
• The ClutchSOS Mobile Application. A consumer safety application available for download from authorized application stores, including the Clutch Alert functionality, streaming audio capture, location sharing, and related features.
• Our Websites. The clutchsos.com domain and any subdomains, including marketing pages, the Attaché Brief publication, and any gated or ungated content.

We reserve the right to add, modify, or discontinue any Service or feature at any time, with or without notice. Where we materially reduce the functionality of a paid Service, we will provide reasonable notice to affected Users.

3) Eligibility

You must be at least eighteen (18) years of age to enter into these Terms. The ClutchSOS mobile application may be used by individuals who are at least thirteen (13) years of age only with the verifiable consent of a parent or legal guardian, who agrees to be bound by these Terms on the minor's behalf. See our Privacy Policy for information regarding our practices in connection with users under thirteen.

You may not use the Services if you are prohibited from doing so under the laws of the United States or of any other jurisdiction applicable to you, including jurisdictions in which you reside or from which you access the Services.

4) Account Registration and Security

Certain features of the Services require you to register for an Account. You agree to:

• Provide accurate, current, and complete information during registration;
• Maintain and promptly update your Account information to keep it accurate, current, and complete;
• Maintain the security and confidentiality of your password and any other credentials associated with your Account;
• Notify us immediately of any unauthorized access to or use of your Account; and
• Accept responsibility for all activities that occur under your Account, whether or not authorized by you.

We reserve the right to suspend or terminate your Account, refuse Services to you, or remove any content associated with your Account, in our sole discretion and without liability, if we believe you have violated these Terms or that your continued use poses a risk to the Service or to other Users.

5) Permitted Use and User Conduct

You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Services in any manner that violates any applicable federal, state, local, or international law or regulation;
• Use the Services to harm, threaten, harass, stalk, defame, or otherwise infringe the rights of any other person;
• Misrepresent your identity or affiliation with any person or organization, or impersonate any Clutch employee, contractor, or agent;
• Interfere with or disrupt the integrity or performance of the Services, including by introducing viruses, malware, or other harmful code;
• Attempt to gain unauthorized access to the Services, to other Users' Accounts, or to any computer systems or networks connected to the Services;
• Use the Services to send false, misleading, or fraudulent Clutch Alerts or other communications intended to summon emergency response without legitimate cause;
• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of any software component of the Services, except to the extent such restriction is prohibited by applicable law; or
• Use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express prior written permission.

6) Subscriptions, Fees, and Cancellation

Certain features of the ClutchSOS mobile application may be offered on a subscription basis. By subscribing, you authorize Clutch (or our payment processor on our behalf) to charge the payment method you provide for the applicable subscription fees on a recurring basis until you cancel. Subscriptions auto-renew at the end of each billing period unless cancelled at least twenty-four (24) hours prior to the renewal date.

Concierge Services are quoted, scoped, and billed under a separately executed engagement agreement. Fees, payment terms, expense reimbursement, and refund policies for concierge engagements are governed by that engagement agreement, not by these Terms.

All fees are non-refundable except as required by applicable law or as expressly stated in your engagement agreement. You are responsible for any taxes associated with the Services other than taxes based on Clutch's net income.

7) Intellectual Property Rights

Clutch Materials

The Services and all content, software, design, text, graphics, photographs, illustrations, audio, video, marks, logos, and other materials made available through the Services (collectively, the "Clutch Materials") are owned by Clutch Inc. or its licensors and are protected by United States and international copyright, trademark, trade dress, patent, and other intellectual property laws.

Subject to your compliance with these Terms, Clutch grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services and to download a single copy of the mobile application onto a device that you own or control, solely for your personal, non-commercial use. This license does not permit redistribution, modification, public display, or any commercial exploitation of the Clutch Materials.

Trademarks

"Clutch," "ClutchSOS," "Clutch Alert," "The Attaché Brief," and the Clutch logo are trademarks of Clutch Inc. You may not use these marks without our prior written permission, except as required to refer to the Services in a manner that is accurate, non-confusing, and does not imply endorsement, sponsorship, or affiliation.

8) User-Generated Content

The Services may permit you to submit, upload, post, transmit, or otherwise make available content, including text, photographs, audio recordings, video recordings, and other materials (collectively, "User Content"). You retain all ownership rights in your User Content. By submitting User Content, however, you grant Clutch a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to use, reproduce, modify, adapt, publish, translate, distribute, perform, and display such User Content in connection with the operation, provision, and promotion of the Services.

You represent and warrant that: (i) you own or otherwise control all rights necessary to grant the license described above; (ii) your User Content does not infringe any third-party intellectual property right, right of publicity, right of privacy, or other proprietary right; and (iii) your User Content complies with these Terms and with all applicable laws.

9) Confidentiality

In the course of any concierge engagement, Clutch may receive, observe, or develop information that is confidential to you, including without limitation information regarding your residence, family, staff, business affairs, travel patterns, security posture, and personal habits ("Client Confidential Information"). Clutch will treat all Client Confidential Information with the level of care and discretion appropriate to the engagement, in accordance with the confidentiality provisions of the applicable engagement agreement and with our internal protocols.

You agree to treat information regarding Clutch's methods, personnel identities, operational procedures, vendor relationships, and pricing as confidential, and to use such information solely in connection with your engagement of the Services. This obligation survives the termination of any engagement.

10) Third-Party Services and Links

The Services may contain links to, or integrate with, websites, applications, or services operated by third parties (collectively, "Third-Party Services"). Clutch does not own, control, or endorse Third-Party Services and is not responsible for their content, accuracy, availability, or practices, including their privacy practices. Your interactions with Third-Party Services are governed solely by the terms and policies of those Third-Party Services. We encourage you to review them before engaging.

11) Service Limitations and Emergency Disclaimers

You acknowledge and agree that:

• The ClutchSOS mobile application is not a substitute for professional emergency response. In an emergency, contact 911 or your local emergency number directly.
• The Services depend on factors outside Clutch's control, including the availability and quality of mobile networks, cellular service, Wi-Fi, GPS, third-party telecommunications providers, electrical power, and the device on which the application is installed. Clutch does not warrant that the Services will function in every location, at every time, or under every condition.
• Concierge Services are advisory and operational in nature. While Clutch will exercise professional judgment and apply industry-standard practices, Clutch cannot and does not guarantee any specific outcome, including the prevention of crime, intrusion, injury, loss, or other harm.
• Information provided through the Attaché Brief or any other Clutch publication is for general educational purposes only and does not constitute personalized security advice. Personalized advice is provided only under a scoped engagement.

12) Warranty Disclaimer

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CLUTCH DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, CLUTCH DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED.

13) Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CLUTCH, ITS AFFILIATES, OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, PERSONAL INJURY, OR EMOTIONAL DISTRESS, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF CLUTCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CLUTCH'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (i) ONE HUNDRED DOLLARS ($100) OR (ii) THE AMOUNTS PAID BY YOU TO CLUTCH IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

14) Indemnification

You agree to defend, indemnify, and hold harmless Clutch, its officers, directors, employees, contractors, agents, affiliates, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including reasonable attorneys' fees) arising from or related to: (i) your use of the Services; (ii) your violation of these Terms; (iii) your violation of any third-party right, including without limitation any intellectual property right, right of publicity, right of privacy, or property right; or (iv) any User Content you submit to the Services.

15) Term and Termination

These Terms remain in effect for as long as you use the Services. You may terminate these Terms at any time by ceasing use of the Services and deleting your Account.

We may suspend or terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, and without any resulting liability to you. Upon termination, all provisions of these Terms which by their nature should survive termination shall survive, including without limitation the provisions regarding Intellectual Property Rights, Confidentiality, Service Limitations and Emergency Disclaimers, Warranty Disclaimer, Limitation of Liability, Indemnification, and General Provisions.

16) Modifications to the Services and to These Terms

We may revise these Terms from time to time. The most current version will always be posted on this page, with a "Modified" date at the top. We will provide reasonable notice of material changes — for example, by email to the address associated with your Account, or by a prominent notice posted on the Services. Your continued use of the Services after the effective date of any revised Terms constitutes your acceptance of those Terms.

You are responsible for ensuring that we have an up-to-date, active, and deliverable email address for you, and for periodically visiting these Terms to review any changes.

17) Governing Law and Venue

These Terms shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of laws principles. Subject to the dispute-resolution provisions below, you and Clutch agree to submit to the exclusive jurisdiction of the state and federal courts located in Hennepin County, Minnesota, for the resolution of any disputes not subject to arbitration.

18) Dispute Resolution

In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the Services, you and Clutch agree to first attempt in good faith to resolve the matter informally by contacting us at legal@ClutchSOS.com. If the matter is not resolved within sixty (60) days, either party may pursue formal resolution.

Where permitted by applicable law, you and Clutch agree that any unresolved dispute will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with arbitration to be held in Minneapolis, Minnesota. You and Clutch each waive the right to a trial by jury and the right to participate in a class action, class arbitration, or other representative proceeding, except where prohibited by law.

19) General Provisions

Entire Agreement

These Terms, together with the Privacy Policy and any engagement agreement you may execute with Clutch, constitute the entire agreement between you and Clutch regarding the Services and supersede all prior or contemporaneous communications, whether oral or written.

Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

No Waiver

Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of that right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of Clutch.

Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempted assignment in violation of the foregoing is null and void. Clutch may assign or transfer these Terms, in whole or in part, without restriction.

Force Majeure

Clutch shall not be liable for any failure to perform its obligations under these Terms where such failure results from any cause beyond Clutch's reasonable control, including without limitation acts of God, war, terrorism, civil disorder, labor disputes, governmental action, pandemic, internet or network failures, or telecommunications failures.

20) Contact

For questions regarding these Terms, contact us at legal@ClutchSOS.com. For general support questions regarding the Services, please use the live chat interface available on our Website.

Clutch Inc.
40 South 7th Street, Suite 212-149
Minneapolis, MN 55402