TERMS OF USE
PLEASE READ THIS DOCUMENT CAREFULLY
By clicking “accept”, purchasing a Program, and/or Your access to and/or use of the Platform constitutes Your consent and agreement to be bound by these Terms of Use. If You do not agree to these Terms of Use, You must not use or access the Platform in any manner.
Clockwork is committed to transparency, which includes providing a Terms of Use that is understandable and written in plain language. Because this document represents our agreement with You about Your use of our Platform, please take the time to read this document.
This Terms of Use govern both program creators and instructors (“Creators”) and our community end users (“Users”) and set out the terms and conditions for use of the Platform hosted by Clockwork Platform, LLC. ("Clockwork"), including the Programs uploaded by Creators. When we refer to “You”, we mean both our Creators and Users, when we mean just our Creators or Users, we will try to make it clear.
These Terms of Use apply whether You are accessing the Platform via a personal computer, wireless or mobile device, or any other technology or device. Initially capitalized terms are defined herein.
These Terms of Use do not cover services, websites or any corresponding Content, features, and activities made available by any other company or third party, unless specifically stated.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND CLOCKWORK WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
1. Introduction
a. Clockwork offers Creators an open online content creation platform with tools, templates and libraries (collectively, the “Platform”) to create, build, design, publish, promote and sell instructional programs, courses and services (collectively, “Programs”) to Users.
b. The “Platform” can be found at clckwrk.co and includes all of the subdomains, mobile applications, any other media, location, application, etc. owned, managed, operated, etc. by Clockwork, and all and any and all Clockwork trademarks and logos used in connection therewith. It also includes “Programs” to the extent accessed by Users via the Platform.
c. Clockwork is neither a publisher nor an educational institution. Creators are not employees of Clockwork. Clockwork is not responsible for interactions between Creators and Users, with the exception of providing the technological means through which Creators may make their Program available and for processing payments through Clockwork’s Payment Gateway(s). Clockwork is not liable for any disputes, claims, losses, injuries, or damage of any kind that may arise out of the Creator/User relationship, including but not limited to, any User’s reliance upon any statement or representation of a Creator at any time.
d. As stated in our Privacy Policy, Clockwork only provides Creators with limited information about the Users enrolled in their Program, including name, email address, IP address, and the Program in which the User has enrolled. This information is only available to the Creator upon the purchase or enrollment of a User in the Creator’s Program. Clockwork does not provide, sell, rent, release, disclose, etc. User data to Creators for monetary or other valuable consideration.
e. Users assume full responsibility for the disclosure and use by Creators of any User Data (defined below) that a User chooses to disclose to any Creator or to us via the Platform.
2. Age of Access
You must be at least 18 years old to use the Platform, or, if You are between the ages of 13 and 18, You must have Your parent or guardian’s permission to use the Platform. By using our Platform, You are telling us by Your actions that You have obtained that permission (You are representing and warranting that You have obtained the appropriate permissions to use our Platform). If You are under the age of 13 You may not use our Platform in any manner nor may You register for an account.
3. License to Creators
a. Clockwork grants Creators a limited, non-exclusive license to access and use Clockwork’s Platform to build Programs for Your own personal and commercial purposes. This license is personal to You and may not be assigned or sublicensed to anyone else without Clockwork’s express written consent. All rights not expressly granted by Clockwork are reserved.
4. License to Users
a. Clockwork grants User a limited, non-exclusive license to access and use the functionality of Clockwork’s Platform for Your own personal purposes. This license is personal to You and may not be assigned or sublicensed to anyone else, without Clockwork’s express written consent. All rights not expressly granted by Clockwork are reserved.
b. Users may not share User accounts or share the credentials for accessing and account. Only one User may enjoy paid access to a Program. Because Clockwork allows Users unlimited viewing of purchased Programs, multiple Users sharing one account will deprive Creators a fair compensation.
c. Users may not use Programs posted by Creators in any way not authorized by these Terms of Use.
5. Conditions for Your License
a. You, and not Clockwork, are responsible for any activity occurring in Your account, whether or not You authorized that activity. If You become aware of any unauthorized access to Your account, You should notify Clockwork immediately at support@clckwrk.co. Accounts may not be shared and may only be used by one individual or organization per account.
b. Clockwork occasionally sends notices to the email address registered with Your account. You must keep Your email address and, where applicable, Your contact details and payment details associated with Your account current and accurate.
c. You will not try to reproduce Clockwork’s Platform or any Programs (such as engaging in activity that would reproduce, redistribute, timeshare, frame, sell, create derivative works from, decompile, reverse engineer, or disassemble the Platform).
d. You also agree that in exchange for this license You will not engage in any activity that would interfere with or damage or harm the Platform, including by way of example, uploading any spyware, virus, malicious code, data sniffing software, or data mining bots or similar data gathering or extraction methods.
e. You agree that You will not present any false, inaccurate or misleading information in an effort to misrepresent Yourself as a resident of a supported country, and You will not attempt to circumvent any restrictions on access to or availability of Programs.
6. Code of Conduct
a. We have established the following Code of Conduct that governs Your day-to-day use of the Platform including any Programs
No Illegal Activity: Do not use the Platform for any illegal activity. You are not allowed to use our Platform to engage in any kind of conduct that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries). For creators, this would include the creation and uploading of a Program that instructs Users on how to engage in illegal behavior or how to avoid detection when engaging in illegal behavior.
Viewer Discretion. Not all Programs are for everyone. If your Program is not intended for Users under 18 years old, then suitable warnings should be added in the program description.
No Consumer Fraud: Creators must not make any statement in a Program that is known to be false or materially misleading , including making any claims regarding the results that can be obtained by following the instructions or activities described in a Program.
No Bad Code: Do not use the Platform to transmit, distribute, send, etc. viruses, worms, or any other code that may be deemed dangerous, harmful, or destructive in any manner
No Spamming: You may not use the Platform to engage in any activities that will result in sending spam to anyone on the Platform, including Clockwork (and its employees), Creators, and Users
Be Civil: Creators and Users must be civil and respectful at all times.
No Exploitation: You will not use the Platform to try to gather personal information on anyone, outside of the limited permissible uses for offering Your Program.
No Impersonation of Clockwork or its Employees: You will not impersonate Clockwork or any of its employees
No Data Mining or Bots: You may not use any data mining, robots, or similar data gathering or extraction methods; and
No Use Other Than Intended: You may not use the Platform, any Program, or any Content contained on therein for any purposes other than intended.
b. Clockwork reserves the right to remove You and Your Program should Your Program contain material (determined, in our sole discretion) that violates this Code of Conduct or is considered libelous, slanderous, pornographic, obscene, unlawful, threatening, defamatory, or otherwise objectionable or violates any party’s intellectual property or any other part of these Terms of Use.
c. Without limiting the foregoing, if You violate this Code of Conduct, we reserve the right to remove You and deny You further access to the Platform, and if You are a Creator, this means access to any of Your Programs on the Platform, and if You are a User, Your continued access to Programs, including those that You have paid or subscribed. Whether conduct violates our Code of Conduct will be determined in Clockwork’s sole discretion.
7. Programs
a. Clockwork provide the opportunity for Creators to offer Programs to Users on the Platform. All Programs are covered by these Terms of Use. Should the Programs involve any third party Content, You agree that Clockwork is not responsible in any way for such Content, and makes no representations or guarantees as to its accuracy. The delivery of the Program is the sole responsibility of the Creator.
8. Program Content
a. The term “Content” includes, any trademark, logo, persona or likeness of any living or deceased person, and every type of work of authorship, including, audio/visual content, artwork, photographs, illustrations, graphics, logos, text, computer code, software, music (including the musical compositions therein), data, user interfaces, visual interfaces, information, materials, and all copyrightable or otherwise legally protectable elements that You upload to the Platform, including, without limitation, the design, selection, sequence, look and feel, and arrangement of a Program, and any copyrights, trademarks, service marks, trade names, trade dress, patent rights, database rights and/or other intellectual property and/or proprietary rights therein.
b. Your Program: Programs that You upload to the Platform are and shall remain Your Content. Clockwork does not claim any intellectual property rights over the materials You upload to the Platform.
c. Although You keep complete ownership of all Programs, You give us permission to use the Programs, and all of the Content contained therein, on the Platform. Make sure You have the full authority and permission to use the Programs that You offer on the Platform.
d. By posting Content and any finished or unfinished Programs on the Platform, You hereby grant Clockwork a royalty-free (other than the revenue share agreed by Clockwork and Creator), perpetual, irrevocable, non-exclusive, sublicensable, worldwide license to use, store, reproduce, distribute, publicly perform and display or prepare derivative works of Your Program and all of the Content contained therein. The purpose of this license is to allow us to host, provide and promote the Platform and the Programs to Users.
9. User Data
a. The term “User Data” includes any personal information, data, images, persona or likeness of any living or deceased person, statements or commentary, User Submissions, and information, whether or not copyrightable or legally protectable, that You upload to the Platform.
b. If You send to Clockwork or post on the Platform in any public area any testimonials, techniques, suggestions, workflows, or know-how ("User Submissions"), for any purpose, including the developing, manufacturing, and/or marketing or products or services incorporating such information, You acknowledge that Clockwork can use such User Submissions without acknowledgement or compensation to You, and You waive any claim of ownership or compensation or other rights You may have in relation to Your User Submissions. We actively review User Submissions for new ideas. If You wish to preserve any right, title or interest You might have in Your User Submissions, You should not post them to the Platform or send them to us.
10. Upload Conditions
Without limiting the foregoing, by uploading Your Content or User Data to the Platform, You agree that:
a. You may not post Content or User Data that infringe others' intellectual property or proprietary rights.
b. Clockwork may review Your Content or User Data for any reason, including compliance with our Code of Conduct and prohibited Content or User Data requirements, but Clockwork has no obligation to review anything that You upload.
c. You are uploading Your Content or User Data to the Platform in Your sole discretion and Clockwork does not in any way certify or provide approval or permission prior to You uploading Your Content or User Data.
11. Program Free of Infringement of Any Third Party Rights
a. You will ensure that Your Program does not infringe upon anyone else’s intellectual property rights and that You have secured or obtained or received all necessary rights and permissions, as necessary, from any third parties who may own the Content.
b. In plain language, this means that if You’re using someone else’s work (including videos, text, charts, PowerPoints, etc.) in Your Program, You’ve gotten the Content owner’s permission to use it. You wouldn’t want anyone selling any of Your Program without Your permission. If You are going to use something that You did not create, make sure You can demonstrate that You have the right to use it before You make it a part of Your Program
12. Clockwork’s General Rights In Operating Its Platform
a. Clockwork exclusively owns and reserves the following rights over the entire Platform.
b. Clockwork may modify, terminate, or refuse to provide the Platform at any time for any reason, without notice.
c. Clockwork may suspend or remove anyone, Program or Content from the Platform at any time for any reason, solely in Clockwork’s discretion. This right is not modified by any other section of these Terms of Use.
d. Clockwork may, but has no obligation to, monitor any Content that appears on the Clockwork Platform or review any conduct occurring through the Platform, including any interactions between Creators, Users or Clockwork employees.
e. Clockwork reserves the right to modify, suspend, or alter its refund policy, at its sole discretion.
f. If You close or terminate Your account, Clockwork will keep a copy of Your program and Content after termination and continue to monetize the Program on the terms and conditions provided herein and the Creator Non-Exclusive License And Revenue Share Agreement (the “Creator Agreement”) and Creator will be entitled to receive the same Compensation as provided in the Creator Agreement.
g. Clockwork reserves the right to remove You and Your Program without warning if You violate any of the provisions of these Terms of Use.
h. Upon reasonable prior notice, Clockwork may modify, change, alter, suspend, or terminate any provision of these Terms of Use. You will be given an opportunity to review any modification to these Terms of Use and terminate if such terms are disagreeable, provided that your continued use of the Platform shall be deemed consent and agreement to the modified Terms Of Use.
13. DMCA
a. Clockwork takes a firm stance against anyone who is infringing upon anyone else’s intellectual property. This Platform is all about You transforming Your knowledge into Program. We draw a hard line when the Clockwork Platform is used to exploit someone else’s intellectual property.
b. Under the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), Clockwork has set out the following policy:
c. If Clockwork has a good faith belief that any Content (including a Program) appearing on its Platform violates any copyrights or has been illegally copyrighted, Clockwork reserves the right to remove, block, or otherwise ‘take down’ the Content. Clockwork also reserves the right to remove from the Platform any Creators, Users, or other parties, who are repeat offenders of the Clockwork DMCA policy
14. Reporting of Copyright Infringement Under DMCA
a. If You believe that Content appearing on the Clockwork Platform violates Your intellectual property, You should send a notice to Clockwork (either physical mail or email is ok) at the following address:
Clockwork Platform LLC.
Attention: Designated Agent/Legal Department
Email: support@clckwork.co.
b) Programs of Notice
If You send Clockwork a notice regarding any claimed infringements, Your notice must contain the following information:
(1) A physical or electronic signature from the owner or a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed
(2) Identification of the copyrighted work claimed to have been infringed
(3) Identification of the material/works/Content that is claimed to be infringing that You want to see removed. This identification should include a location (URL) and other details sufficient to allow Clockwork to find and review this material on the Platform.
(4) Your contact information, including Your address, telephone number, and email address, so that we may be able to contact You
(5) A statement by You that You have a good faith belief that the use of the material/works/Content are not authorized by the copyright owner, its agent, or the law
(6) A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the copyright owner
c) Counter Notification
If any Content (including Creator Program) is removed due to the receipt of a DMCA notice, You may send Clockwork what is known as a Counter Notice if You believe that Your Content was wrongly removed. Your Counter Notice must contain:
(1) A physical or electronic signature
(2) Identification of what was removed and the location where the material appeared before it was removed
(3) A statement under penalty of perjury that You have a good faith belief that the material was removed as a result of mistake or misidentification
(4) Your name, address, and telephone number, and a statement that You consent to the jurisdiction of Federal District Court for the judicial district of New York and that You will accept service of process from the person who provided notification
d) Please note that a copy of any notices received will be sent to the party who posted the Content You report as infringing
e) Repeat Infringements:
(1) Should Clockwork receive two or more DMCA complaints regarding any Creator, Clockwork may simply remove that Creator from the Platform without further warning. Note: as we state in our Clockwork Rights section, we still reserve the right to remove any school at any time for any reason. This Repeat Infringement section does not change that right in any way
15. Trademark Violations
a. Trademark Infringement
The DMCA (again, the Digital Millennium Copyright Act), only covers copyrights. For claims of trademark infringement, Clockwork requests that any notices sent to Clockwork’s Designated Agent contain:
a) Information describing Your trademark or service mark
b) The registration number, if applicable
c) Basis for Your trademark claim
d) Jurisdiction in which You claim trademark rights, and
e) Class of goods or services and accompanying description for which You assert trademark rights
Please note that a copy of any notices received will be sent to the party who posted the Content You report as infringing.
16. Third Party Communications
By using Clockwork’s Platform, You may receive communications from third parties (e.g. a Creator may communicate with a User). Clockwork is not responsible for these communications and shall not have any liability in connection with them. You are solely responsible for assessing and verifying the identity and trustworthiness of the source and Content of any such third-party communications. Clockwork assumes no responsibility for verifying, and makes no representations or warranties regarding, the identity or trustworthiness of the source or Content of any such third-party communications.
17. Third Party Offerings
Through the Platform, You will have the ability to access Content, links to websites, and services provided by Creators, Users, and other third parties (“Third Party Offerings”). Your use of any Third Party Offerings provided on this Platform or a third party website is at Your own risk. Clockwork does not monitor or have any control over, and makes no claim or representation regarding Third Party Offerings and accepts no responsibility for reviewing changes or updates to, or the quality, Content, policies, nature or reliability of, Third Party Offerings. You should review applicable terms and policies, including privacy and data gathering practices, of any third party, and should make whatever investigation You feel necessary or appropriate before proceeding with any transaction with any third party.
18. Pricing and Program Fees
a. Prices for Creator Programs are set by the Creator. Clockwork is not responsible for setting the price of a Creator’s Program.
b. The price offered for a Program can be found on the landing page for each Creator responsible for the Program.
c. The Program price displayed is prior to the application of sales tax, VAT, etc. which may be owed in your state or country. If Clockwork is required to collect or pay any taxes in connection with Your purchase of access to Program, such taxes will be charged to You at the time of each purchase transaction. Additionally, if required by law, You are responsible for reporting and paying certain taxes in connection with Your purchase of access to a Program. Such taxes may include duties, customs fees, or other taxes (other than income tax), along with any related penalties or interest, as applicable to Your purchase or country of purchase.
d. Should You not authorize payment or are otherwise not current on Your payments for Programs Services, Clockwork may restrict Your Platform access until Your account becomes current and paid in full.
19. Payments
a. All payments by Users for the receipt and use of a Program shall be facilitated by the Clockwork Payments Gateway, which is currently provided by Stripe. Clockwork may change the Payments Gateway at any time upon prior notice, including by way of adding or subtracting payment options.
b. You agree to pay all fees and charges that are made via Your account and You hereby agree that You are solely responsible for payment all such fees and charges.
c. Users may be required to agree to terms of service offered by Clockwork payment facilitators such as Stripe. Stripe is an independent party from Clockwork and Clockwork is not responsible for the Contents of their terms of service. Should Stripe’s terms of service differ from Clockwork’s terms, such differences shall not modify these Terms of Use in any manner.
20. Payment Processing and Taxes
a. For all Programs sold through the Platform, Clockwork is the supplier of the Program and acts as the principal in that transaction.
b. Clockwork sets the general conditions for the delivery all Program sold over the Platform, including payment as a pre-condition to delivery and the terms of Clockwork’s Refund Policy.
c. Clockwork is responsible for authorizing the charges made to Users for Programs purchased through the Platform.
d. Unless explicitly mentioned in these Terms of Use, Creators and Users are otherwise responsible for the payment of any and all taxes that become due from their use of the Platform.
21. Refund and Chargebacks Policy
a. IT IS THE MEMBER’S RESPONSIBILITY TO UNDERSTAND THE REFUND POLICY FOR PROGRAMS PRIOR TO PURCHASING SUCH PROGRAM FROM A CREATOR.
b. No refund shall be granted by Clockwork to any User after the User starts the Program or the passage of 72 hours after ordering it, whichever is sooner.
c. Clockwork reserves the right to refuse refunds to any User who abuses this Refund Policy, as determined by Clockwork in its sole discretion.
22. Creator Compensation
a. Clockwork will pay to Creators a share of the revenue collected from Users resulting from the sale of access to the Programs on the Platform (Creator’s “Compensation”). Creator’s Compensation will be set forth in the Creator Agreement found in the Creator account.
23. Account Ownership Disputes
a. In the unlikely event that there is a dispute over the ownership of an account, Clockwork has the right to request additional information from You to determine ownership and settle the dispute. The information that We may request to assist in resolving ownership disputes includes, but is not limited to, the following:
a copy of Your photo ID;
Your business documents, including a Charter, Certificate of Incorporation, LLC Agreement, business license, or other documentation showing ownership of Your entity;
Your billing information and details; and
Other documentation as we deem necessary to settle the dispute
b. Should a dispute arise, Clockwork reserves the right determine the account ownership in its sole judgment, and the ability to transfer the account to the rightful owner, unless otherwise prohibited by law
24. Deletion
a. You may delete Your account at any time.
b. Any account may be deleted by Clockwork if it remains inactive (e.g., the user fails to log in) for a continuous period of at least twelve (12) months. Activity will be determined by Clockwork in its sole discretion.
c. If Your account is deleted (regardless of the reason), Your paid Programs (in the case of a User) and uploaded Programs (in the case of a Creator) may no longer be available. Clockwork is not responsible for the loss of such Content upon deletion. It is the responsibility of Creator to retain a back-up copy of all Content uploaded to the Platform.
d. Upon deletion of Your account (regardless of the reason), all access rights granted by Clockwork hereunder to the Platform will terminate.
25. Creator Cancelation/Deletion
Should a Creator account be canceled or deleted, or should a Creator elect to take down and/or delete a Program, the User may no longer have access to the Program. Clockwork shall not be liable to any party in any way for the inability to access Program arising from any cancelation or deletion of a Program, including any claims of interference with business or contractual relations. Under such circumstances, whether User is entitled to a refund shall be determined by Clockwork in its sole reasonable discretion.
26. Errors and Corrections
a. Clockwork does not guarantee that the Platform, or any Program offered through the Platform will be error-free or otherwise reliable, nor does Clockwork guarantee that defects will be corrected or that any offerings through the Platform will always be accessible. Clockwork may make improvements and/or changes to the Platform and their features and functionality at any time, and will use commercially reasonable efforts to avoid disrupting peak hours, though some downtime may occur.
b. We reserve the right to modify the functionality and features of the Platform at any time in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some or all of the Platform to Creators and Users.
27. Limitations of Liability
In running the Platform, we require that both Creator and User understand and agree that Clockwork is not liable for a number of things, including Your breach of these Terms of Use and losses that may result from Your use of the Platform. AS A CONDITION FOR GRANTING ACCESS TO THE PLATFORM AND THE PROGRAMS, YOU UNDERSTAND AND AGREE THAT THE PLATFORM IS OFFERED “AS IS” AND MAY NOT ALWAYS BE 100% PERFECT OR RELIABLE AND THAT CLOCKWORK DOESN’T WARRANT OR GUARANTEE ANY PARTICULAR UPTIME OR THAT IT WILL ALWAYS BE FREE OF ERRORS OR DEFECTS. ANY CLAIMS FOR DAMAGES AGAINST CLOCKWORK WILL BE LIMITED TO A PORTION OF THE FEES YOU HAVE PAID US.
OUR LIMITATIONS OF LIABILITY ARE AS FOLLOWS:
A. YOU AGREE THAT CLOCKWORK, INCLUDING ITS EMPLOYEES, OFFICERS, DIRECTORS, AND AGENTS, SHALL NOT BE LIABLE FOR ANY KIND OF LOSS, INJURY, CLAIM, OR DAMAGES RESULTING FROM YOUR USE OF THE CLOCKWORK PLATFORM.
B.YOU AGREE THAT CLOCKWORK SHALL NOT BE LIABLE FOR ANY INJURIES, LOSSES, CLAIMS, OR DAMAGES THAT RESULT FROM YOUR USE OR ENGAGEMENT WITH THIRD PARTY CONTENT, DOWNLOADS, OR COMMUNICATIONS.
C. CLOCKWORK IS NOT LIABLE FOR ANY LOSSES OR DAMAGE CAUSED BY ANY VIRUSES, DISTRIBUTED DENIAL OF SERVICE ATTACKS, AND ANY AND ALL OTHER MALICIOUS COMPUTER CODE. MALICIOUS COMPUTER CODE MEANS COMPUTER CODE OR OTHER MECHANISMS OF ANY KIND DESIGNED TO DISRUPT, DISABLE OR HARM IN ANY MANNER THE OPERATION OF ANY SOFTWARE OR HARDWARE OR OTHER BUSINESS PROCESSES OR TO MISUSE, GAIN UNAUTHORIZED ACCESS TO OR MISAPPROPRIATE ANY BUSINESS OR PERSONAL INFORMATION, INCLUDING WORMS, BOMBS, BACKDOORS, CLOCKS, TIMERS, OR OTHER DISABLING DEVICE CODE, OR DESIGNS OR ROUTINES THAT CAUSE SOFTWARE OR INFORMATION TO BE ERASED, INOPERABLE, OR OTHERWISE INCAPABLE OF BEING USED, EITHER AUTOMATICALLY OR WITH PASSAGE OF TIME OR UPON COMMAND.
D. CLOCKWORK DOES NOT GUARANTEE THAT ANY FILES AVAILABLE FOR DOWNLOADING FROM THE PLATFORM WILL BE COMPLETELY FREE FROM VIRUSES OR OTHER HARMFUL COMPUTER CODE.
E. THE CLOCKWORK PLATFORM IS PROVIDED TO YOU ON AN “AS IS, AS AVAILABLE” BASIS. AS SUCH, YOU AGREE TO HAVE AN EXTERNAL METHOD OF RECOVERING ANY LOST CONTENT OR DATA THAT MAY BE UPLOADED TO THE CLOCKWORK PLATFORM.
F. CLOCKWORK DISCLAIMS ANY WARRANTIES TO THE PLATFORM AND THE CONTENT CONTAINED THEREIN, INCLUDING THE ACCURACY OR COMPLETENESS OF ANY CONTENT OR ANY STATEMENTS OR REPRESENTATIONS MADE THEREIN, WARRANTIES FOR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE.
G. CLOCKWORK SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OF OR INABILITY TO USE THE PLATFORM.
H. YOU AGREE THAT CLOCKWORK SHALL NOT BE LIABLE FOR ANY LOSSES, INJURIES, CLAIMS, OR DAMAGES FROM YOUR VIOLATION OR BREACH OF THESE TERMS OF USE. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS CLOCKWORK, ITS PRESENT AND FUTURE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS, AND ANY THIRD PARTY INFORMATION PROVIDERS TO THE PLATFORM FROM AND AGAINST ALL CLAIMS, LOSSES, EXPENSES, DAMAGES, AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING FROM ANY VIOLATION OF THESE TERMS OF USE BY YOU OR ARISING FROM OR RELATED TO YOUR USE OR MISUSE OF THE PLATFORM (INCLUDING, WITHOUT LIMITATION, USE IN CONTRAVENTION OF THESE TERMS OF USE, OTHER CLOCKWORK POLICIES, AND COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAW).
I. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE PLATFORM COMPLIES WITH APPLICABLE LAW AND DOES NOT VIOLATE THE RIGHTS OF ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY RIGHTS. YOU ASSUME ALL LIABILITY FOR ANY CLAIMS, SUITS OR GRIEVANCES FILED AGAINST YOU, INCLUDING, BUT NOT LIMITED TO, ALL DAMAGES RELATED TO YOUR USE OF THE PLATFORM.
J. YOU MAY NOT ASSIGN YOUR RIGHTS OR ANY CLAIMS UNDER THESE TERMS OF USE WITHOUT CLOCKWORK'S PRIOR WRITTEN CONSENT.
K. SHOULD CLOCKWORK’S LIMITATION OF LIABILITY NOT BE APPLICABLE, CLOCKWORK’S SOLE OBLIGATION TO YOU, OR ANY THIRD PARTY, FOR DAMAGES SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO CLOCKWORK OVER THE PRIOR TWELVE (12) MONTHS DIRECTLY PRECEDING YOUR CLAIM, UNLESS OTHERWISE REQUIRED BY LAW.
L. YOU AGREE THAT CLOCKWORK SHALL NOT BE LIABLE FOR ANY CONTENT THAT APPEARS ON THE PLATFORM.
M. EXCEPT AS SET FORTH HEREIN, NOTHING EXPRESS OR IMPLIED IN THESE TERMS OF USE IS INTENDED OR IMPLIED TO CONFER, AND NOTHING HEREIN SHALL CONFER, ANY RIGHTS, REMEDIES, LIABILITIES, OR OBLIGATIONS WHATSOEVER UPON ANY PERSON OR ENTITY.
N. YOU AGREE THAT ANY CAUSE OF ACTION OR CLAIM THAT YOU MAY HAVE AGAINST CLOCKWORK MUST BE BROUGHT AGAINST US WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ARISES. SHOULD YOU NOT COMMENCE SUCH CAUSE OF ACTION OR CLAIM WITHIN THIS TIME PERIOD, IT SHALL BE BARRED.
28. Remedies for Violations
Clockwork reserves the right to seek all remedies available at law and in equity for violations of these Terms of Use, including but not limited to removing Creators and Users from the Platform, the right to block access to the Platform from a particular IP address or other user identifier, or to refer the violation to the appropriate law enforcement authorities.
29. Communications
a. Clockwork may notify You of relevant information regarding the Platform in any of the following ways: (a) by emailing You at the contact information You provide in Your account registration, (b) by posting a notice in dashboard areas of the Platform, and (c) by posting the notice elsewhere on the Platform in an area suitable to the notice. It is Your responsibility to periodically review the Platform for such notices.
30. Governing Law and Jurisdiction; Disputes and Arbitration
a. This Agreement shall be governed in accordance with the laws of the State of New York without regard to its conflicts of laws principles. Any action arising out of or relating to these Terms of Use shall be filed only in the state or federal courts located in the County of New York in the State of New York, subject to the mandatory arbitration provisions below. You and Clockwork hereby consent and submit to the exclusive personal jurisdiction of such courts for the purpose of litigating any such action.
b. ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND CLOCKWORK WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
c. OPT-OUT OF AGREEMENT TO ARBITRATE. YOU CAN DECLINE THIS AGREEMENT TO ARBITRATE WITHIN 30 DAYS OF FIRST REGISTERING YOUR ACCOUNT BY CONTACTING US AT support@clckwork.co.
d. YOU AND CLOCKWORK AGREE TO WAIVE THE RIGHT TO TRIAL BY JURY. YOU FURTHER AGREE THAT ANY PROCEEDINGS TO RESOLVE ANY DISPUTES SHALL BE DONE SOLELY ON AN INDIVIDUAL BASIS AND THAT YOU WILL NOT SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU ACT OR PROPOSE TO ACT IN A REPRESENTATIVE CAPACITY.
e. Any dispute, controversy, proceeding, or claim arising out of or in connection with or relating to these Terms of Use, shall be exclusively resolved by binding confidential arbitration by JAMS pursuant to its Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein.
f. The arbitration will be conducted in New York County, New York, unless You and Clockwork agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall be deemed as preventing Clockwork, User or Creator from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, dilution, or violation of our data security, intellectual property rights, or other proprietary rights.
g. Clockwork, User or Creator may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Platform, Program, Content or User Data, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to You or Your claim, You agree to the exclusive jurisdiction of the state or federal courts located in the County of New York in the State of New York to resolve Your claim.
h. You also agree that no proceeding will be joined, consolidated, or combined with another proceeding without the prior written consent of Clockwork and all parties to any such proceeding
31. California Civil Code Section 1789.3
California websites users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California, 95814, or by telephone at (916) 445-1254 or (800) 952-5210
Complaints or requests for further information can be sent to the address listed in the Contact Us section of these Terms of Use
32. Entire Agreement; Severability of Provisions; No Waiver
a. These Terms of Use incorporate by reference any notices contained on the Platform, and constitute the entire agreement with respect to access to and use of anything offered by Clockwork, including the Platform and any Program
b. If any provision of these Terms of Use is deemed unlawful, void, or unenforceable by a court of law exercising proper jurisdiction, that provision shall be deemed severed from the remaining provisions and shall not affect their validity and enforceability
c. No waiver of any provision hereof shall be valid unless in writing signed by the parties. Any failure to enforce any right or remedy hereunder shall not operate as a waiver of the right to enforce such right or remedy in the future or of any other right or remedy
33. OFAC
You represent and warrant that You are not, nor are You owned or controlled directly or indirectly by, any person, group, entity or nation named on any list issued by the Department of the Treasury’s Office of Foreign Asset Control (“OFAC”), or any similar list or by any law, order, rule or regulation or any Executive Order of the President of the United States, including Executive Order 13224, as a "Specially Designated National and Blocked Person”, terrorist, or other banned or blocked person (any such person, group, entity or nation being hereinafter referred to as a (“Prohibited Person”); (ii) You are not (nor are You owned or controlled, directly or indirectly, by any person, group, entity or nation which is) acting directly or indirectly for or on behalf of any Prohibited Person; (iii) You (and any person, group, or entity which You control, directly or indirectly) have not conducted nor will conduct business nor have engaged nor will engage in any transaction or dealing with any Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation, including, without limitation, the making or receiving of any contribution of funds, good or services to or for the benefit of a Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation; (iv) You are not prohibited by any sanctions program as maintained by OFAC from transacting with Clockwork, including those sanctions programs currently in effect with respect to Cuba, Iran, North Korea, Syria, Venezuela, or Crimea. In connection with the foregoing, it is expressly understood and agreed that the representations and warranties contained in this subsection shall be continuing in nature.
34. Changes to the Terms of Use
Clockwork may review and update these Terms of Use at any time in our sole discretion upon prior notice to You and it is Your responsibility to stay informed of those changes. All changes are effective as of the date stated in the notice of change and apply to all uses of the Platform thereafter. Your continued use of the Platform following the posting of revised Terms of Use means that You accept and agree to be bound by the changes. Please check this webpage periodically for updates.
35. Titles/Headings
The headings and titles of sections to these Terms of Use have been inserted for the convenience of reference for the parties and are for informational purposes only and shall not be deemed to be a part of the language of these Terms of Use. Neither You nor Clockwork shall rely on, or interpret substantively, the headings when construing the meaning of each section or the Agreement as a whole.
36. Gender/Plural
Whenever such wording may appear in these Terms of Use, words in the singular shall mean and include the plural and vice versa and words in the feminine shall mean and include the masculine and vice versa.
37. Interpretation
Unless the context otherwise requires, for purposes of these Terms of Use: (i) if a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb); (ii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; (iii) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation”; (iv) the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not any particular provision of this Agreement; (v) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”.
38. Contact Us
If You have questions or concerns regarding these Terms of Use, the Platform or Program, You may contact Us via physical or electronic mail at the address below. Note: the Clockwork office is not open to the public:
Clockwork Platform LLC
Email: support@clckwork.co.
Effective Date November 5, 2020.