BY USING THE CLUTCH CANADA WEBSITE LOCATED AT www.clutch.ca (THE “WEBSITE”) AND/OR USING THE FEATURES OF ANY CLUTCH CANADA APP THAT WE MAKE AVAILABLE (the “APP”) YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE (“TERMS”). THESE TERMS APPLY TO ALL USERS OF THE WEBSITE, APP AND SERVICES (as that term is defined below), INCLUDING INDIVIDUALS AND ENTITIES WHO REGISTER FOR THE SERVICES, INDIVIDUALS AND ENTITIES WHO USE THE SERVICES AND INDIVIDUALS WHO VISIT THE WEBSITE (COLLECTIVELY, “USERS”). IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT USE THE WEBSITE, THE APP OR SERVICES.
Clutch Canada Inc., doing business as Clutch Canada, (“Clutch Canada”, “We” or “Us”) is the owner and operator of the Website and the App. The Clutch Canada Website and App allows users to browse and search for vehicles, get pre-approved for financing, and then test drive vehicles at a location of their choosing with no sales pressure, along with related services (together, the “Services”).
1.1 Use of Services. The Website, App and Services are intended solely for persons who are 18 or older and who are residents of Canada. Any access to or use of the Website, App or Services by anyone under 18 is expressly prohibited. By accessing or using the Website, App or Services you represent and warrant that you are 18 or older.
1.2 Valid License. You must have a valid driver’s license in order to schedule a vehicle test drive. By scheduling a test drive through the Clutch Canada platform, you represent and warrant that you are licensed to drive in your jurisdiction of residence.
2.1 Test Drives. Users may use the Website and App to schedule a test drive for a Clutch Canada vehicle available in their geographic location. Upon confirmation of the test drive appointment, a Clutch Canada Car Enthusiast will meet the User at the scheduled time and location.
2.4 Vehicle Inventory. Clutch Canada reserves the right to limit quantities of vehicles available for sale or sold. All features, specifications, products and prices of products and services described on the Clutch Canada Website or App are subject to change at any time without notice. We make no representation as to the completeness, accuracy, or currency of any information on this Website or App. We reserve the right to make changes in information about price, description, or availability without notice. We have made every effort to display as accurately as possible the colours of products that appear on the Website and App; however, the actual colour you will see will depend on your computer, and we cannot guarantee that your computer will accurately display our colours. The inclusion of any products or services on the Website and App does not imply or warrant that these products or services will be available over at any particular time.
2.5 Vehicle Purchases. Advertisements of vehicles for sale on our Website and App are invitations to Users to make offers to purchase such products and are not offers to sell. A properly completed and submitted bill of sale constitutes your offer to purchase any vehicle. An offer is deemed to be accepted once the bill of sale is signed by Clutch Canada. All aspects of the transaction will be completed through the RouteOne platform. You agree that the vehicle purchase documentation, including bill of sale, shall govern any vehicle purchase and/or trade-in. By purchasing a vehicle from Clutch Canada you agree to comply with all applicable laws and regulations in respect of vehicle purchases in your jurisdiction, including any licensing and/or insurance requirements.
3 LICENSE AND RESTRICTIONS ON USE
3.1 License. Subject to your compliance with these Terms, Clutch Canada grants you a non-transferable, non-exclusive, license to (a) access and use the Website and the Services for your use, and (b) download, install and use one copy of the App on a mobile device that you own or control for your use (the “License”). The App is licensed to you and not sold. Nothing in the Terms gives you a right to use the Clutch Canada names, trademarks, logos, domain names, and other distinctive brand features without our prior written consent. You shall not attempt to override or circumvent any of the usage rules or restrictions on the Website, App or Services. Any future release, update, or other addition to functionality of the Website or App shall be subject to these Terms.
3.2 Restrictions. Clutch Canada may impose certain limitations on the use of the Website, App or Services, including, but not limited to restricting the number of test drives you may schedule and/or imposing charges for certain features of the Services. You agree to use the Clutch Canada Website and the Services only for purposes as permitted by these Terms. Clutch Canada reserves the right to modify or impose any limitations on the use of the Clutch Canada Website, App and the Services at any time, with or without notice to you. We also reserve the right at all times (but will have no obligation) to terminate Users at any time without any liability whatsoever to you. In using the Clutch Canada Website and/or the Services you shall not:
3.3 Indemnification. You agree to defend, indemnify and hold Clutch Canada, its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable legal fees, made by a third party, relating to or arising from: (a) any User Content you create, submit, post, transmit, or otherwise make available through the Website, App or Services; (b) your use of the Website, App or Services; (c) any dealings between you and any persons whom you send or otherwise transmit links or any content to using the Service, including without limitation claims relating to misrepresentation; (d) any violation by you of these Terms; (e) your violation of any rights of another; or (f) your negligence or willful misconduct, including during a test drive. This obligation shall survive the termination or expiration of these Terms and/or your use of the Services.
4 USER DATA AND CONTENT
4.2 License to Clutch Canada. Except for material We may license to you, Clutch Canada does not claim ownership of the materials and/or content created, uploaded or otherwise transmitted by you through use of the Clutch Canada Website, including but not limited to data and comments (&dlquo;User Content&drquo;). However, by using the Website, App and/or Services, you grant Clutch Canada a worldwide, royalty-free, non-exclusive license to collect, use, reproduce, store, display and sublicense such User Content for the purpose of providing the Website, App and Services.
4.3 Feedback. We welcome your suggestions, comments and feedback on the Clutch Canada Website, App and the Services (“Feedback”) as it helps Us to improve. If you provide Us with Feedback you agree that: (a) We are not subject to any confidentiality obligations in respect to the Feedback; (b) the Feedback is not confidential or proprietary information belonging to you or any third party and you have all of the necessary rights to disclose the Feedback to us; (c) Clutch Canada (including all of its successors and assigns) may freely use Feedback without any restrictions; and (d) you are not entitled to receive any compensation or reimbursement of any kind.
5 TERM AND TERMINATION
5.1 Termination by You. You may terminate your account and/or stop using the Services at any time.
5.2 Termination by Clutch Canada. Clutch Canada may at any time and for any reason or no reason, without prior notice, immediately suspend all or a portion of your Account and/or access to the Website, App or Services. Cause for such termination shall include, but not be limited to: (a) violations of the Terms or any other policies or guidelines that are referenced herein and/or posted on the Website, App or through the Services; (b) a request by you to cancel or terminate your account; (c) discontinuance or material modification to the Services or any part thereof; (d) a request and/or order from law enforcement, a judicial body, or other government agency; (e) where provision of the Clutch Canada Website, App or the Services to you is or may become unlawful; (f) unexpected technical or security issues or problems; (g) your participation in fraudulent or illegal activities; or (h) any abuse of the Services. Any such termination or suspension shall be made by Clutch Canada in its sole discretion, and Clutch Canada will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your Account and/or access to the Services.
5.3 Effect of Termination. On termination, you will lose all access to the Services and any portions thereof.
6 IMPORTANT DISCLAIMERS
6.1 Advertising and Third Party Links. You acknowledge and agree that the Website may contain advertisements from third parties. If you elect to have any business dealings with anyone whose products or services may be advertised on the Website, You acknowledge and agree that such dealings are solely between you and such advertiser and you further acknowledge and agree that Clutch Canada shall not have any responsibility or liability for any losses or damages that you may incur as a result of any such dealings. The Website and App may contain links to other websites that are not owned or controlled by Clutch Canada. In no event shall any reference to any third party, advertisement, third-party product or service be construed as an approval or endorsement by Clutch Canada of that third party, third-party product or service. Clutch Canada is also not responsible for the content of any linked websites. Any third-party websites or services accessed from the Website or App are subject to the terms and conditions of those websites and or services and you are responsible for determining those terms and conditions and complying with them. The presence on the Website or App of a link to any other website(s) or any advertisements does not imply that Clutch Canada endorses or accepts any responsibility for the content or use of such websites, and you hereby release Clutch Canada from all liability and/damages that may arise from your use of such websites or receipt of services from any such websites.
6.2 ASSUMPTION OF RISK. You agree that driving a vehicle involves many obvious and not-so-obvious risks, dangers, and hazards, which may result in injury or death to you or others people, as well as damage to property, and that such risks, dangers, and hazards cannot always be predicted or avoided. YOU AGREE THAT SUCH RISKS, DANGERS, AND HAZARDS ARE YOUR SOLE RESPONSIBILITY AND YOU WILL BE LIABLE FOR ALL RESULTING INJURIES, DAMAGES, CLAIMS AND ANY RELATED COSTS. IF YOU TEST DRIVE A CLUTCH CANADA VEHICLE, YOU ASSUME ALL RESPONSIBILITY FOR ANY INJURY OR DAMAGE TO ANY THIRD PARTY OR PROPERTY.
6.3 GENERAL. THE WEBSITE, SERVICES AND APP ARE PROVIDED "AS IS" AND ON AN “AS AVAILABLE” BASIS. CLUTCH CANADA SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND RELATING TO THE CLUTCH CANADA WEBSITE, APP AND THE SERVICES INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR MERCHANTABLE QUALITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
ANY MATERIAL TRANSMITTED, STORED, ACCESSED OR OTHERWISE MAINTAINED THROUGH THE USE OF THE SERVICES IS DONE SO AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM ANY SUCH USE OF THE WEBSITE, APP OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CLUTCH CANADA OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
7 LIMITATION OF LIABILITY
7.1 DISCLAIMER OF DAMAGES. UNDER NO CIRCUMSTANCES SHALL CLUTCH CANADA BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE THE CLUTCH CANADA WEBSITE, APP OR THE SERVICES, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES, ANY BUGS, VIRUSES OR OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE CLUTCH CANADA WEBSITE, (V) ANY DEALINGS OR TRANSACTIONS BETWEEN YOU AND ANY PERSONS OR USERS WHOM YOU SEND OR TRANSMIT ANY USER CONTENT TO USING THE SERVICE, INCLUDING WITHOUT LIMITATION ANY PRODUCTS OR SERVICES OFFERED BY YOU TO SUCH PERSONS; or (IV) ANY PERSONAL INJURY OR DEATH ARISING FROM YOUR USE OF THE SERVICES, INCLUDING DURING A TEST DRIVE.
7.2 LIABILITY CAP. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CLUTCH CANADA’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY CANADIAN DOLLARS ($50 CAD) OR (B) AMOUNTS YOU’VE PAID CLUTCH CANADA IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM (IF ANY). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY CLUTCH CANADA APPLICABLE LAW.
8 GENERAL TERMS
8.1 Export Control. Use of the Website, App or Services may be subject to the export and import laws of Canada, the United States and other countries. You agree to comply with all applicable export and import laws and regulations. In particular, but without limitation, the Clutch Canada Website may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Clutch Canada Website or the Services, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Clutch Canada Website or the Services for any purposes prohibited by United States or Canadian law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
8.3 Governing Law & Disputes. This Agreement shall be governed by the laws in effect in the Province of Ontario, Canada. No choice of laws rules of any jurisdiction shall apply to this Agreement. The courts of the Province of Ontario shall have jurisdiction over any legal action or proceeding arising out of or relating to these Terms, the Clutch Canada Website or the Services and you consent to the jurisdiction of such courts for any such action or proceeding. You waive all rights that you may have or that may hereafter arise to contest such jurisdiction of such courts. The parties waive any right to a jury trial with respect to any action brought in connection herewith. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded. You agree that any claim or cause of action arising out of or related to these Terms or the use of the Services must be filed within one (1) year after the cause of action arose or be forever barred.
8.5 Language. It is the express wish of the parties that this agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
8.6 Questions/Contact. If you have any questions about these Terms or if you wish to receive any additional information, provide feedback or raise any concerns in relation to the Clutch Canada Website, App or the Services, please contact Us at: firstname.lastname@example.org.
Last Updated: September 2, 2020