Terms & Conditions

CLUTCH MOBILE (the "SERVICE PROVIDER") IS WILLING TO GRANT YOU (the "CUSTOMER") RIGHTS TO ESTABLISH AN ACCOUNT AND TO USE THE SERVICES (DEFINED BELOW) ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT (THE "SERVICES AGREEMENT" OR "AGREEMENT"). PLEASE READ THE SERVICES AGREEMENT CAREFULLY. BY USING THIS WEBSITE AND RELATED SERVICES, YOU ACKNOWLEDGE YOUR AGREEMENT WITH ALL SUCH TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY OR PERSON, YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY OR PERSON TO THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ENTITY OR PERSON, THEN THE SERVICE PROVIDERS ARE UNWILLING TO GRANT YOU RIGHTS TO ACCESS AND USE THE SERVICES.

1. Definitions.

• 1.1. "End User" means Customer's officers, directors, employees, contractors and agents who act as end users of the Clutch Mobile Services by utilizing any of such services.

2. Parties.

• 2.1. The parties to this Agreement are Clutch Mobile, Inc., a Delaware corporation with its principal office located at 635 Mariners Island Blvd., Suite 200C, San Mateo, CA 94404, herein sometimes referred to as "Clutch Mobile" or "Service Provider", and the undersigned Customer, herein sometimes referred to as "Customer," "you," "your," or "yourself," or variations thereof.
• 2.2. If you are not acting on behalf of yourself as an individual, then "you", "your", and "yourself" means your company or organization or the person you are representing.

3. Agreement.

• 3.1. This Agreement between you and the Service Provider consists of this Terms of Service Agreement.
• 3.2. This Agreement between you and the Service Provider is also subject to the Service Provider's Privacy Policy. Click on the following link to review - www.clutchmobile.com/privacy.

4. Modification of Agreement.

• We reserve the right to modify this Agreement at any time by posting an amended Agreement that is always accessible through links placed on clutchmobile.com or by giving you prior notice of a modification. You should check this Agreement periodically for modifications by scrolling to the bottom of this page for a listing of material modifications and its effective date. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THIS SITE FOLLOWING OUR POSTING OF AN AMENDED AGREEMENT OR PROVIDING YOU NOTICE OF A MODIFICATION WILL CONSTITUTE YOUR BINDING ACCEPTANCE.

5. Services.

• The Services are the mobile device protection services provided by Clutch Mobile. The Services are designed to give company administrators online tools to set company policies, distribute software, and collect diagnostics for mobile devices of their End Users. The Services are also designed to allow End Users to ensure their own device is protected from malware, loss or theft. The Services comprise a downloadable application, a website for End Users, and an administrative website to manage company devices. Clutch Mobile reserves the right to update and modify the Services from time to time.

6. Use and Restrictions.

• Subject to the terms and conditions of this Agreement, you may access and use the Services only through the login credentials provided to you by or on behalf of the Service Provider, but only for your own internal purposes. All rights not expressly granted in this Agreement are reserved by the Service Provider and its licensors.
• 6.1. You will be granted authorized login credentials for the Services, and you agree not to use the Services in excess of your authorized login credentials. You agree not to access (or attempt to access) the Services by any means other than through the login credentials we provide. You agree not to access (or attempt to access) the Services through any automated means (including use of scripts or web crawlers), and you agree to comply with the instructions set out in any robots.txt file present on the Services.
• 6.2. You are not authorized to (i) resell, sublicense, transfer, assign, or distribute the Services or content; (ii) modify or make derivative works based upon the Services or content; (iii) "frame" or "mirror" the Services or content on any other server or Internet-enabled device, or (iv) reverse engineer, decompile the Services or their enabling software for any purpose.
• 6.3. You are not authorized to use our Services or servers for the propagation, distribution, housing, processing, storing, or otherwise handling in any way lewd, obscene, or pornographic material, or any other material which we deem to be objectionable. The designation of any such materials is entirely at our sole discretion.

7. Ownership.

• The software and technology used by the Service Provider to generate and provide the Services are protected by law, including, but not limited to, United States copyright law and international treaties. The copyrights and other intellectual property rights in this material are owned by the Service Provider and/or others. Except for the limited rights granted herein, all other rights are reserved.

8. Billing and Payment.

• 8.1. Billing. All billing is done on a monthly basis and End User shall pay the invoice on every monthly anniversary from the date of registration. The amount of the monthly fee will be determined by the number of devices in the account. Devices can be removed at any time from within the account. In the event of cancellation or termination of this Agreement, no refunds will be made.
• 8.2. Payment. All payments of fees for Services ("Fees") due are in U.S. dollars unless otherwise indicated on the order page or invoice. The End User shall pay the invoice on every monthly anniversary from the date of registration. All Fees will be automatically billed to End User's credit card. If either party terminates the Agreement before the end of the then-current term, Clutch Mobile shall not refund any Fees to End User.
• 8.3. Delinquent Payments. Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by Service Provider in collecting such delinquent amounts, except where such delinquent amounts are due to Service Provider billing inaccuracies.
• 8.4. Suspension for Non-Payment.
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  • 8.4.1. Automatic Suspension. Customer will have thirty days to pay Service Provider delinquent Fees. If Customer does not pay Service Provider delinquent Fees within thirty days, Service Provider will automatically suspend Customer's use of the Services. The duration of this suspension will be until Customer pays Service Provider all outstanding Fees.
  • 8.4.2. Termination After Suspension. If Customer remains suspended for non-payment for more than forty-five (45) days, Service Provider may terminate Customer for breach pursuant to Section 9.
• 8.5. Taxes. Customer is responsible for any Taxes, and Customer will pay Service Provider for the Services without any reduction for Taxes.

9. Termination.

• You agree that Clutch Mobile may terminate your account and access to the Services for cause without prior notice, upon the occurrence of any one of the following: (i) any material breach of this Agreement, or (ii) requests by law enforcement or other government agencies. Termination of your account includes (i) removal of access to all Services, and (ii) deletion of your login credentials (iii) deletion of all data related to Services. Further, you agree that all terminations shall be made in our sole discretion, and that we will not be liable to you or any third-party for any termination of your account or access to Services.

10. Your Account-Related Responsibilities.

• You are responsible for maintaining the confidentiality of your login credentials, and any additional information that we may provide regarding accessing the Services. If you knowingly share your login credentials with another person who is not authorized to use the Services, this Agreement is subject to termination for cause. You agree to immediately notify us of any unauthorized use of your login credentials or any other breach of security.

11. Warranty Disclaimers.

• EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENTS SIGNED BY THE PARTIES, THE SERVICES ARE PROVIDED "AS-IS", AND NEITHER THE SERVICE PROVIDER NOR ANY OF THE SERVICE PROVIDER'S LICENSORS MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO SUCH THE SERVICES. THE SERVICE PROVIDER AND ITS LICENSORS SPECIFICALLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLETENESS, TIMELINESS, CORRECTNESS, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. SERVICE PROVIDER MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE SERVICES.

12. Limitation of Liability.

• 12.1. Limitation on Indirect Liability. NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
• 12.2. Limitation on Amount of Liability. SERVICE PROVIDER MAY NOT BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO SERVICE PROVIDER HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

13. Confidential Information.

• 13.1. Obligations. Each party will: (a) protect the other party's Confidential Information with the same standard of care it uses to protect its own Confidential Information; and (b) not disclose the Confidential Information, except to Affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential under the terms of this Agreeement. Each party (and any Affiliates, employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill its obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its Affiliates, employees and agents in violation of this Section. For purposes of this Agreement, the term "Affiliate" shall mean any person or entity that controls, is controlled by, or is under common control with, the person or entity with which the affiliation is claimed, where "control" means the ability to vote more than fifty percent (50%) of the voting stock, or otherwise exercise management control, of such entity.
• 13.2. Exceptions. Confidential Information does not include information that: (a) the recipient of the Confidential Information already knew; (b) becomes public through no fault of any recipient hereunder; (c) was independently developed by any recipient hereunder; or (d) was rightfully given to a recipient hereunder by another party.
• 13.3. Required Disclosure. Each party may disclose the other party's Confidential Information when required by law but only after it, if legally permissible: (a) uses commercially reasonable efforts to notify the other party; and (b) gives the other party a reasonable chance to challenge the disclosure.

14. Onward Transfer of Personal Information Outside Your Country of Residence.

• Any personal information which we may collect on the Services will be stored and processed in our servers located only in the United States. If you reside outside the United States, you consent to the transfer of personal information outside your country of residence to the United States.

15. Export Control.

• We provide Services and use software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. You acknowledge and agree that the Services shall not be used in, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to, countries to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Services, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

16. Monitoring.

• Clutch Mobile reserves the right to monitor your access and use of the Services without notification to you.

17. Security & Privacy.

• You shall be solely responsible for acquiring and maintaining technology and procedures for maintaining the security of your link to the Internet. As part of the Services, the Provider shall implement reasonable and appropriate security procedures consistent with prevailing industry standards to protect data from unauthorized access by physical and electronic intrusion; provided, however, unless resulting from the failure of Service Provider to perform the forgoing obligations, the parties agree that Service Provider shall not, under any circumstances, be held responsible or liable for situations (i) where data or transmissions are accessed by third parties through illegal or illicit means, or (ii) where the data or transmissions are accessed through the exploitation of security gaps, weaknesses, or flaws unknown to Service Provider at the time. Service Provider will promptly report to you any unauthorized access to your data promptly upon discovery by Service Provider, and Service Provider will use diligent efforts to promptly remedy any breach of security that permitted such unauthorized access. In the event notification to persons included in your data is required, you shall be solely responsible for any and all such notifications at your expense.
• 17.1. End User Privacy Policies. Customer agrees to protect the privacy of its End Users of the Service through a policy communicated to its End Users and no less protective of its End Users than the Clutch Mobile Privacy Policy which can be found at www.clutchmobile.com/privacy.

18. Notices.

• Clutch Mobile may give notice to you by means of (i) a general notice in your account information, (ii) by electronic mail to your e-mail address on record, or (iii) by written communication sent by first class mail or pre-paid post to your address on record. Such notice shall be deemed to have been given upon the expiration of forty eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email). You may give notice to the Primary Service Provider (such notice shall be deemed given when received) at any time by any of the following: (a) by letter sent by confirmed facsimile to us at the following fax number, 650-523-6170; or (b) by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail as follows: 635 Mariners Island Blvd., Suite 200C, San Mateo CA 94404, in either case, addressed to the attention of "President of the Company". Notices will not be effective unless sent in accordance with the above requirements.

19. Arbitration.

• Except for actions to protect intellectual property rights and to enforce an arbitrator's decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association ("AAA") then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall be conducted by telephone or online. The arbitrator shall apply the laws of the State of California to all issues in dispute. The controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should either party file an action contrary to this provision, the other party may recover attorney's fees and costs up to $1000.00 or actual fees and costs incurred, whichever is larger.

20. Applicable Law; Jurisdiction and Venue.

• This Agreement shall be construed under the laws of the State of California, without regard to its principles of conflicts of law. The courts of Santa Clara County, California shall be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under this Agreement.

21. Severability.

• If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.

22. Force Majeure.

• Clutch Mobile shall not be liable for damages for any delay or failure of delivery arising out of causes beyond its reasonable control and without its fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures.

23. Survival.

• Those clauses the survival of which is necessary for the interpretation or enforcement of this Agreement shall continue in full force and effect in accordance with their terms notwithstanding the expiration or termination hereof, such clauses to include, without limitation, the following: Warranty Disclaimers, Limitation of Liability, Confidential Information, Security, Notices, Arbitration, Applicable Lale Law, Jurisdiction and Venue, Severability, Force Majeure, and Miscellaneous.

24. Miscellaneous.

• This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, understandings, and agreements. This Agreement may be modified only by a written agreement signed by the parties. The failure of either party to enforce at any time any of the provisions hereof shall not be a waiver of such provision, or any other provision, or of the right of such party thereafter to enforce any provision hereof. The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This license is written in English, and English is its controlling language.