END USER LICENSE AGREEMENT
Please read this End User License Agreement (“Agreement”) carefully.
This Agreement is between you (“you”, “your(s)”) and Clutch App Inc. (“Clutch”, “we”, “us”, “our(s)”) for the use of our mobile and internet-based services at and through the website https://www.clutchapp.ca/ (the “Website”) and through Clutch’s mobile application (the "App"). Capitalized terms used in this Agreement shall have the same meanings given to them in Clutch’s Terms and Conditions of Use.
To register for Clutch’s Website or App, you will be required to provide us with personal information or to authenticate your identity via Google or another third-party service.
Relationship of Parties
No joint venture, partnership, employment, or agency relationship exists between Clutch and you as a result of this Agreement or use of the Website or App.
Use Rights and Restrictions
Subject to the terms of this Agreement, Clutch grants to you the non-transferable, non-exclusive right to access and use the Website and App for the sole purpose of seeking or providing driving instruction services (the “Services”), subject to the following restrictions:
Your use of the Website or App may not be on behalf of third parties;
You may not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource otherwise commercially exploit or make the Website or App available to any third party;
You may not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Website or App or access or use the Website, App, or any materials provided by, created by, or disseminated by Clutch in order to build a similar or competitive product or service;
Your use of the Website and App must not cause undue strain or stress on Clutch’s network through excessive API calls or other non-standard use; and
Your use of the Website and App must not violate Clutch’s Prohibited Uses of the App Policy in the Clutch Terms and Conditions of Use as updated by Clutch from time to time.
From time to time, Clutch, in its sole discretion, may develop and provide mobile application updates to address bug fixes, errors, and to provide better Services. You agree that Clutch has no obligation to continue to issue updates or to continue to provide certain functionalities that may be deleted due to an update.
Term and Termination
The Term of this Agreement commences upon your downloading the App or opening any page of the Website on your mobile device or computer.
You may terminate this Agreement at any time by deleting the App from your mobile device and/or computer and by deleting your user account.
Clutch may terminate this Agreement at any time without notice if it ceases to support the Website or App, which Clutch may do in its sole discretion. Clutch reserves the right to suspend, discontinue, update, or otherwise modify the Website and App, and their respective availability to you, at any time without notice.
Your rights under this Agreement will terminate automatically upon violation of this Agreement or Clutch’s Terms and Conditions of Use. Upon termination of the Agreement, you shall uninstall the App from your mobile devices and computers, and cease use of the Website and App.
Third Party Materials
The App may contain links or otherwise provide access to third-party content (“Third-Party Content”). You acknowledge and agree that Clutch does not investigate, monitor, represent, or endorse the Third-Party Content. Access and use of the Third-Party Content is solely at your own risk. Clutch and its affiliates shall have no liability to you arising out of or in connection with your access and use of Third-Party Content. Clutch does not provide any representation or warranty, whether express or implied, including, without limitation, implied warranties of merchantability or fitness for a particular purpose, or any representation or warranty regarding the accuracy, quality, reliability, features, completeness, legality, or any other quality thereof of the Third-Party Content.
YOU ACKNOWLEDGE AND AGREE THAT THE WEBSITE AND APP ARE PROVIDED ON AN “AS IS” BASIS AND “AS AVAILABLE” BASIS, AND YOUR USE OR RELIANCE ON THE WEBSITE OR APP AND ANY THIRD-PARTY CONTENT ACCESSED THROUGH THE WEBSITE OR APP IS AT YOUR SOLE RISK AND DISCRETION. CLUTCH AND ITS AFFILIATES MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICES PROVIDED BY THE WEBSITE OR THE APP, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL CLUTCH BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES ARISING OUT OF YOUR USE OF THE WEBSITE OR APP, OR USE OF THE INFORMATION PROVIDED BY THE WEBSITE OR APP. CLUTCH AND ITS AFFILIATES PROVIDE NO WARRANTY OR REPRESENTATION OF ANY KIND THAT THE WEBSITE OR APP WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE WITH OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS WILL BE OR CAN BE CORRECTED.
Please refer to Clutch’s Terms and Conditions of Use for details on our limitation of liability.
IN NO EVENT WILL CLUTCH, ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTOS, SHAREHOLDERS, OR EMPLOYEES BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, LOSS OF BUSINESS OR OTHER LOSS ARISING OUT OF OR RESULTING FROM THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LEGAL LIABILITY.
You shall indemnify, defend, and hold harmless Clutch, its affiliates, and each of their respective officers, directors, shareholders, employees, agents, successors, and assigns, from and against all losses, damages, liabilities, deficiencies, claims, actions, judgments, proceedings, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable fees and attorneys and other professional advisors, arising out of or in connection with the following:
Your access or use of the Website or App or Third-Party Content;
Your breach of this Agreement;
Your violation of law;
Your negligence or willful misconduct; or
Your violation of a third party’s rights, including but not limited to the infringement by you of any copyright, trademark, patent, trade secret, or other intellectual property right, or misappropriation of any intellectual property right.
The above obligations survive the termination of this Agreement.
This Agreement shall be governed by the laws of the province of Ontario and the federal laws of Canada applicable therein without giving effect to conflict of laws principles. Any and all disputes, controversies and claims arising out of or relating to this Agreement or concerning the respective rights or obligations of the parties hereto shall be settled and determined in the judicial district of Toronto.
If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.
The failure of either you or Clutch to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.
If any provision or portion of this Agreement is held invalid, illegal, void or unenforceable as it appears in this Agreement by reason of any rule of law, administrative or judicial provision or public policy, then such provision shall be construed as being enforceable to the extent such rule of law, administrative or judicial provision or public policy allows. All other provisions of this Agreement shall nevertheless remain in full force and effect. Neither of the parties shall be deemed to have waived any of its rights, powers or remedies hereunder unless the waiving party expresses such a waiver in writing.
Modification or Amendment
Clutch may, from time to time, modify or amend the terms of this Agreement. You will be deemed to have agreed to any changes, modifications, or amendments made if you continue to use the Website or App following the date on which those changes, modifications, or amendments were made.
You shall not assign this Agreement or any rights or obligations herein without the prior written consent of Clutch. Any attempted assignment will be in violation of this provision and shall be null, void, and have no force or effect.