These Terms of Service (the “Terms”) govern your access to and use of Clutchly’s website, software, and related services (collectively, the “Service”), provided by Clutchly, Inc. (“Clutchly,” “we,” “us”). By creating an account or using the Service, you agree to these Terms. If you are accepting on behalf of a dealership or other organization, you represent that you have authority to bind that organization, and “you” refers to that organization.
The service
Clutchly helps automotive dealerships import vehicle inventory, generate listings, publish those listings to third-party marketplaces and channels, and consolidate buyer messages and leads. Specific features, integrations, and limits depend on your subscription plan and may change over time.
The Service is not a marketplace, broker, or party to any sale of a vehicle. We help you publish and manage listings; transactions, financing, and delivery are between you and the buyer.
Eligibility and accounts
To use the Service, you must be at least 18 years old and able to enter into a binding contract. You must register for an account with accurate information and keep that information up to date. You are responsible for activity under your account and for safeguarding your credentials. Notify us promptly at contact@clutchly.app if you suspect unauthorized access.
You may invite teammates to use the Service under your account. You are responsible for their compliance with these Terms and for the configuration of their access and permissions.
Subscriptions, fees, and billing
Paid plans renew automatically for successive periods (monthly or annual, as selected) at the then-current rate, until cancelled. You authorize us, or our payment processor, to charge your payment method for all fees, applicable taxes, and any usage-based charges incurred.
If a charge fails, we may suspend or downgrade your account until payment is received. Fees are non-refundable except where required by law or expressly stated in writing by us. You may cancel future renewals at any time from your account settings; cancellation takes effect at the end of the current billing period.
We may change pricing for new subscription terms by giving you at least 30 days’ notice before your next renewal. Continued use of the Service after the change takes effect constitutes acceptance of the new pricing.
Free trials and beta features
If we offer a free trial, the Service will convert to a paid subscription at the end of the trial unless you cancel before then. Beta, preview, or early-access features are provided “as is,” without service-level commitments, and we may change or discontinue them at any time.
Your data and content
You retain all rights in the data, photos, descriptions, vehicle information, leads, and other content you or your users submit to the Service (“Customer Data”). You grant Clutchly a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, and adapt Customer Data solely as needed to provide, secure, and improve the Service, and to comply with law.
You represent and warrant that:
- You have all rights necessary to submit Customer Data to the Service and to grant the license above.
- Customer Data, and any listings published through the Service, are accurate, lawful, and do not infringe or misappropriate the rights of any third party.
- You have provided any notices and obtained any consents required to share buyer or lead information with us.
You are solely responsible for the accuracy of inventory data, vehicle history, pricing, photos, and listing copy you publish through the Service, including compliance with applicable advertising, consumer-protection, and dealer-licensing laws.
Third-party services and marketplaces
The Service connects to third-party platforms — including dealer management systems, marketplaces, advertising channels, CRMs, and messaging providers (each, a “Third-Party Service”). Your use of any Third-Party Service is governed by that provider’s own terms and policies. We are not responsible for Third-Party Services and do not control their availability, pricing, content moderation, listing-fee structures, or data practices.
When you connect a Third-Party Service, you authorize us to access, transmit, and store data through it on your behalf, including credentials, vehicle data, listing content, and messages. A Third-Party Service may suspend, remove, or refuse to publish a listing for reasons outside our control; you remain responsible for compliance with that provider’s rules.
Acceptable use
You agree not to, and not to permit anyone using your account to:
- Use the Service in violation of any law or third-party right, including consumer-protection, advertising, fair-lending, or anti-discrimination laws;
- Publish listings or content that is fraudulent, deceptive, or materially inaccurate, including bait-and-switch pricing or misrepresented vehicle history;
- Reverse engineer, decompile, or attempt to derive the source code of the Service, except as permitted by applicable law;
- Probe, scan, or test the vulnerability of the Service, or breach any security or authentication measure, except under a written authorized testing agreement with us;
- Interfere with or disrupt the integrity or performance of the Service, including by introducing malware, sending spam through the Service, or scraping at a rate that degrades performance;
- Use the Service to build a competing product, or to benchmark its performance for publication, without our prior written consent;
- Resell, sublicense, or provide the Service to a third party other than your authorized end users, or use the Service on behalf of an inventory you do not have the right to list.
Intellectual property
The Service, including the software, design, branding, documentation, and any improvements or feedback-driven enhancements, is and remains the property of Clutchly and its licensors. We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service during your subscription, solely for your internal business purposes and subject to these Terms. All rights not expressly granted are reserved.
If you provide feedback or suggestions about the Service, you grant us a perpetual, irrevocable, royalty-free license to use that feedback for any purpose, without obligation to you.
Confidentiality
Each party may receive non-public information from the other (“Confidential Information”). The recipient will use Confidential Information only to exercise its rights and perform its obligations under these Terms, and will protect it with at least the same care it uses for its own confidential information (and no less than reasonable care). Confidential Information does not include information that is or becomes public through no fault of the recipient, was already known without restriction, or is independently developed without use of the discloser’s information.
Privacy
Our Privacy Policy describes how we collect and use personal information. By using the Service you agree to the practices described there. To the extent we process personal data on your behalf as a service provider or processor, that processing is governed by our data-processing terms, which are incorporated by reference for customers to whom they apply.
Service availability and support
We aim to keep the Service available and to respond to support requests within a commercially reasonable time. We may schedule maintenance windows or make emergency changes that briefly affect availability. Specific uptime, response-time, or availability commitments apply only if we expressly agree to them in writing (for example, in an order form or enterprise agreement).
Suspension
We may suspend or restrict your access to the Service if (a) we reasonably believe your use violates these Terms or applicable law, (b) your account is delinquent on payment, or (c) your use poses a security, legal, or reliability risk to the Service or other customers. Where practical and not prohibited, we will give you notice and an opportunity to cure before suspending.
Term and termination
These Terms apply from when you first access the Service and continue until your subscription ends or these Terms are terminated. Either party may terminate for material breach if the breach is not cured within 30 days of written notice. We may terminate immediately for non-payment or for violations of the “Acceptable use” section.
On termination, your right to access the Service ends. We will make Customer Data available for export for 30 days after termination, after which we may delete it in the ordinary course of business, subject to legal retention requirements. Sections that by their nature should survive termination — including IP, confidentiality, disclaimers, limitation of liability, indemnification, and governing law — will survive.
Disclaimers
The Service is provided “as is” and “as available.” To the maximum extent permitted by law, Clutchly disclaims all warranties, whether express, implied, or statutory, including merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or that it will meet your business requirements, that any Third-Party Service will continue to make its platform available, or that listings you publish will result in any particular sales outcome.
Limitation of liability
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost goodwill, or loss or corruption of data, even if advised of the possibility. Each party’s aggregate liability arising out of or related to these Terms is limited to the fees you paid to us for the Service in the 12 months preceding the event giving rise to the claim. These limits apply to the fullest extent permitted by law and even if a remedy fails of its essential purpose.
Indemnification
You will defend, indemnify, and hold harmless Clutchly and its affiliates, officers, employees, and agents from and against third-party claims, damages, and reasonable attorneys’ fees arising from (a) Customer Data or any listing or message you publish through the Service, (b) your use of the Service in violation of these Terms or applicable law, or (c) any sale, delivery, financing, or warranty dispute relating to a vehicle you list.
Modifications to the terms
We may modify these Terms from time to time. If we make a material change, we will give you reasonable advance notice (for example, by email or in-product notice) before the change takes effect. Your continued use of the Service after the effective date constitutes acceptance of the modified Terms. If you do not agree, you must stop using the Service before the change takes effect.
Governing law and disputes
These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute arising out of or relating to these Terms, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
Miscellaneous
These Terms, together with any order form, schedule, or policy referenced here, are the entire agreement between you and Clutchly regarding the Service, and supersede all prior agreements on that subject. If any provision is held unenforceable, the remaining provisions will remain in effect. A waiver must be in writing and is not a continuing waiver. You may not assign these Terms without our consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets; we may assign without restriction. Notices to you may be given by email or in-product; notices to us must be sent to the address below. Neither party is liable for delays or failures caused by events beyond its reasonable control.
Contact
Questions about these Terms? Email contact@clutchly.app.