Terms of Service
BY EXECUTING A SERVICES AGREEMENT (THE “SERVICES AGREEMENT”) WITH CLOCKWORK ESE, LLC (“CLOCKWORK”) THAT INCORPORATES THESE TERMS OF SERVICE (THESE “TERMS OF SERVICE”), YOU ACCEPT AND AGREE TO THESE TERMS OF SERVICE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS OF SERVICE, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES AND EMPLOYEES, CONSULTANTS AND AGENTS, COLLECTIVELY OR INDIVIDUALLY, AS APPLICABLE. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
These Terms of Service apply to your use of the Subscription Services (as defined in the Services Agreement).
From time to time, Clockwork may introduce new features or functionality to the Subscription Services. Any new features that augment or enhance the current Subscription Services, including the release of new tools and resources, shall be subject to these Terms of Service.
Defined terms in these Terms of Service shall have the meanings set forth in the Services Agreement, unless otherwise defined herein.
- You must be 18 years or older to use the Subscription Services.
- You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
- You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
- Your login may only be used by one person – a single login shared by multiple people is not permitted. Separate logins may be created for as many Authorized Users as allowed under the Services Agreement.
- You are responsible for maintaining the security of your Account and password and all other sensitive, confidential or proprietary information relating to or used in connection with your Account. Clockwork cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
- Customer (as defined in the Services Agreement) is responsible for all Customer Data posted, created or input through Customer’s Account and activity that occurs under such Customer’s Account.
- Customer acknowledges and agrees that Clockwork is in no way responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your Clockwork Account, or otherwise.
- Customer acknowledges and agrees that Company does not police communications or data transmitted through the Subscription Services and that Company shall not be responsible for the content of any such communications or transmissions.
Restriction of Use
In addition to all other terms and conditions of these Terms of Service, Customer and Customer’s Authorized Users shall not: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Subscription Services in any way (including renting, leasing, or otherwise providing access to the Subscription Services on a time-share or service bureau basis); (b) duplicate, copy, distribute, exploit or disclose any part of, or the use of, the Subscription Services in any medium; (c) alter or modify the Subscription Services in any way without the prior written consent of Clockwork; (d) reverse engineer, reverse assemble, reverse compile or otherwise attempt to create the source code from the Subscription Services, or interfere with, disrupt or compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Subscription Services; (e) take any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (f) upload invalid data, viruses, worms, Trojan horses, or other harmful or disruptive codes, components, devices, or software agents through the Subscription Services; (g) impersonate another person or otherwise misrepresent your affiliation with a person or entity, conducts fraud, hide or attempt to hide your identity, or misrepresent the source or content of information transmitted through the Subscription Services; (h) use the Subscription Services in any unlawful or unauthorized manner or in violation of any laws or rights of others, or in any other manner that could damage, disable, overburden or impair the Clockwork website or all or any portion of the Subscription Services; (i) bypass the measures that Clockwork may use to prevent or restrict access to the Subscription Services or hack the Subscription Services; (j) use any robot, spider, scraper, script, or other comparable automated technology to access the Subscription Services for any purpose without Clockwork’s express written permission; (k) gain unauthorized access to the Subscription Services, its user accounts, computer systems or networks through unauthorized means such as hacking or password mining; (l) collect or harvest any personally identifiable information, including account names, from the Subscription Services without first obtaining the express prior written permission of the owner of such information to use any such personally identifiable information; (m) use third party links to sites without agreeing to their website terms & conditions; (n) post links to third party sites or use their logos, company names, etc. in connection with the Subscription Services or Hosting Services without first obtaining the express prior written permission of the owner of such logo, company name, etc.; (o) use the Subscription Services to transmit any bulk unsolicited commercial communications, “junk mail”, “spam” messages, “chain letters” or SMSs or carry out any other unauthorized or unsolicited activity; (p) authorize access to or use of the Subscription Services by anyone other than Authorized Users; (q) modify another website so as to falsely imply that it is associated with the Subscription Services or Hosting Services, Clockwork, or any other Clockwork services; (r) use the Subscription Services for the transmission of material that is unlawful, harassing, libelous, invasive of another person’s privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or otherwise objectionable, or infringes or may infringe the intellectual property or other proprietary rights of another person; (s) modify, alter, tamper with, repair, or otherwise create derivative works of any Software included in the Hosting Services, (t) reverse engineer, disassemble, or decompile the Hosting Services or apply any other process or procedure to derive the source code of any software included in the Hosting Services, (u) access or use the Hosting Services in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (v) resell or sublicense the Hosting Services. You shall: (A) notify Clockwork immediately of any unauthorized use of any password or Account or any other known or suspected breach of security; (B) report to Clockwork immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by you or other subscribers or customers to violate these Terms of Service or the intellectual property rights of third parties; and (C) not impersonate another subscriber or customer or provide false identity information to gain access to or use the Subscription Services.
Communications from Clockwork
The Subscription Services may include certain communications from Clockwork, such as service announcements, administrative messages, project status updates and e-newsletters. You understand that these communications sent to you and your colleagues who have been registered to Clockwork by you or someone in your organization shall be considered part of using the Subscription Services. You have the option of opting out from receiving e-newsletter mails and from us. However, this may prevent us from providing effective Subscription Services to you.
Third Party Interactions
During your use of the Subscription Services, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third parties displaying their goods and/or services through the Subscription Services. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Clockwork and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Clockwork and its licensors shall not be responsible for interruptions in service or performance from third parties. Clockwork expressly does not endorse any sites on the Internet that are linked through the Subscription Services, and in no event shall Clockwork or its licensors be responsible for any content, products, or other materials on or available from such third-party sites. Clockwork provides the Subscription Services to you pursuant to the terms and conditions of the Services Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
Copyright and Content Ownership
- All content posted on the Subscription Services must comply with U.S. copyright law.
- As further described in the Services Agreement, Clockwork claims no rights to the Customer Data you provide through or to the Subscription Services other than the licenses set forth therein. However, by setting your pages to be shared publicly, you agree to allow others to view and share your Customer Data.
- The look and feel of the Subscription Services is copyright © 2013 Clockwork, LLC, with patent pending. All rights reserved.
You agree not to post, publish, display, reproduce, or transmit in absolutely any manner through your use of, or access to, the Subscription Services any copyrighted content, copyrighted material, trademarks, intellectual property, or other proprietary information without first having obtained prior consent of the owner of the rights to such proprietary information. If you believe that someone or some entity has copied or posted your work or proprietary information on the Subscription Services, or in association with Company and the Subscription Services, in an unauthorized manner that constitutes infringement of copyright, please give our Copyright Agent the following information:
- A physical or electronic signature of the individual or entity who owns the copyright;
- A description of and url link to the copyrighted work on the Subscription Services that you believe has been infringed upon;
- Your postal mailing address;
- Your telephone number;
- Your email address;
- A written statement by you that you believe, in good faith, that the usage of the work is not authorize or consented upon by the rightful copyright owner;
- A written statement made by you, under penalty of perjury, that the information in your copyright claim is completely accurate and that you are in fact the rightful copyright owner, or that you have authorized consent to act on the copyright owner’s behalf.
Send claims to:
32 Scenic Drive
Orinda, CA 94563
You may transmit to, input into, or store or publish on, the Subscription Services Customer Data created by you using the Subscription Services or otherwise that you may share with other Clockwork customers. You shall be solely responsible for such Customer Data and the consequences of its transmission or publication. Customer acknowledges and agrees that Company does not police communications or data transmitted through the Subscription Services and that Company shall not be responsible for the content of any such communications or transmissions. Any content that you may receive from other users of the Subscription Services, is provided to you AS-IS for your information and personal use only and you agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the express written consent of the person who owns the rights to such content. In the course of using any of the Subscription Services, if you come across any content with copyright notice(s) or any copy protection feature(s), you agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be.
- You understand that Clockwork uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
- You understand that the technical processing and transmission of the Subscription Services, including your Customer Data or any other content you may create using the Subscription Services, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.