Clockwork Recruiting - API Terms of Use

We're excited that you've chosen to develop on the Clockwork platform. When you develop on the Clockwork platform you are agreeing to be bound by the following terms, so please take a few minutes to review the Clockwork API Terms of Use below.

Last Updated: September 28, 2020.

Introduction

When you develop on our platform you are entering into a legal agreement and you agree to all of these terms.

As a user of Clockwork, you also have agreed to our Clockwork Terms of Service and Clockwork Privacy Policy— these terms are additional agreements with Clockwork relating specifically to your use of our APIs.
1. About Us and These API Terms of Use
  
  You agree that by developing on the Clockwork platform, you are agreeing to enter into a legally binding contract with Clockwork Recruiting ESE, 2030 Franklin St. Suite 202, Oakland, CA 94612 USA ("we," "us," "our," and "Clockwork").
  
  We use the term "Designated Countries" to refer to countries in the European Union (EU), European Economic Area (EEA) as well as Switzerland and the United Kingdom.
  
  When developing on our platform on behalf of a company or other entity, you represent and warrant that you have full legal authority to register an Application on behalf of that entity and bind it to these Terms. If you are not authorized, you may not accept the Terms or register an Application for someone else.
2. Scope and Intent
  
  Clockwork makes APIs available to developers as follows:
  1. "Self-Serve API Program" where you can develop Applications using APIs that are available to you immediately upon registration for an API subscription through the Firms' Account Manager if you meet the Self-Serve API Program eligibility criteria set forth below and have agreed to these Terms; and
  2. "Partner API Program(s)" where you can develop Applications using APIs that are available only to developers that meet the applicable Partner API Program eligibility criteria and have agreed to these Terms and any additional Partner API Program terms and conditions ("Additional Terms"), which are incorporated by reference into the Terms.
  With respect to a Partner API Program, these API Terms of Use shall apply except where there is conflict with the applicable Additional Terms, in which case such Additional Terms shall control.
  
  These Terms shall apply to any use of our APIs unless you have executed a separate signed partnership agreement, in which case that agreement shall apply ("Partner Program").
  
  As used in these Terms, "APIs" means programmatic web APIs, software and other functionality and their associated tools and documentation that Clockwork makes available to approved Developers.
3. Developer Documentation
  
  Your use of any of our APIs and display of Data in your Application must comply with the technical documentation, usage guidelines, call volume limits, and other documentation maintained at the Developer Documentation or otherwise made available to you (together, the "Developer Documentation", which are expressly incorporated into these Terms by reference). "Data" means any content or Data from our Services or accessed via the APIs. "Services" means ClockworkRecruiting.com, Clockwork-branded apps and other Clockwork-related sites, apps, communications and services and technology related thereto.
  
  In the event of any conflict between the Developer Documentation and these Terms, these Terms shall control.
4. Self-Serve API Program Eligibility Criteria
  
  In addition to your compliance with the other requirements and obligations set forth in these Terms, you may participate in the Self-Serve API Program and display Data retrieved via the applicable APIs in your Application if:
  1. you are developing an Application designed to help Clockwork registered users ("Users") be more productive and successful across the web;
  2. your Application is NOT expected to have more than 100,000 lifetime users.
  3. your Application DOES NOT make more than 333,334 daily calls to an API or the maximum based on your service level.
  4. your Application DOES NOT rely on access to the APIs as a fundamental aspect of your business.
  5. your Application IS scoped to a single Firm Account.
  If your Application does not satisfy the above eligibility criteria, you may be eligible for a Partner API Program. For more information about those API programs' application processes, eligibility criteria and the areas where we are seeking partners, please contact api@clockworkrecruiting.com.
Access to the APIs
1. Application Registration
  
  To begin using the APIs, you must first have an annual API Subscription to the Clockwork API at the use rate projected for your Application.
  
  You agree that we can use, store, and share information submitted by you to Clockwork in connection with your Application to contact you, for attribution purposes, handling inquiries from Users or potential Users about your Application, for other purposes under these Terms (for example, we may email you with updates regarding the developer program), and as otherwise permitted in our Privacy Policy. You acknowledge that if you share the contact information of your employees or independent contractors with us, we may contact them in accordance with these Terms.
2. Access Credentials
  
  Once you have successfully registered an Application and met the other requirements for a particular API, you will be given Access Credentials for your Application. "Access Credentials" means the necessary security keys, secrets, tokens, and other credentials to access the applicable APIs. The Access Credentials enable us to associate your API activity with your Application and the Users using it. All activities that occur using your Access Credentials are your responsibility. Keep your Access Credentials secret. Do not sell, share, transfer, or sublicense them to any other party other than your employees or independent contractors in accordance with Section 3.1 below. Do not try to circumvent them and do not require your users to obtain their own Access Credentials to use your Application (for example, in an attempt to circumvent call limits).
3. Demo Environment & Test Profiles
  
  If requested, Clockwork may create a Demo Environment for your Application. The Demo Environment is a Non Production Environment where approved Developers may test, validate, and confirm the integration of the Application to the Demo Environment. You may create up to five test Clockwork profiles for purposes of testing your Application only.
  
  Test profiles must: (a) be standard Clockwork user profiles; and (b) not override our API call limits.
4. API License
  
  Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable (except to independent contractors so they may host, develop, test, operate, modify or support your Application in accordance with Section 3.1), non-transferable, non-assignable license under Clockwork's intellectual property rights during the Duration (as defined in Section 11.1, below) (a) to use the APIs to develop, test, operate and support your Application; (b) to distribute or allow access to your integration of the APIs within your Application to end users of your Application; and (c) to display the Data accessed through the APIs within your Application.
  
  You have no right to distribute or allow access to the stand-alone APIs.
Use of APIs and Clockwork Data
1. General Restrictions
  
  In addition to the other terms and conditions in these Terms, except as expressly set forth herein, you agree not to do the following:
  1. Implement features or business practices, or use the APIs or Data in a way that may harm the professional reputation, relationships or professional ecosystem of Users;
  2. Disclose or provide the APIs or Access Credentials to any person or entity other than to your employees or independent contractors, provided (1) such employees or independent contractors enter into an agreement with you at least as protective of Clockwork's rights as this Agreement, and (2) you hereby agree to be responsible for, and liable to Clockwork for, any breaches of such agreements by such employees or independent contractors;
  3. Request or publish information impersonating a User, misrepresent any user or other third party in requesting information or allow any third party, including other Users, to see information obtained from another User's network or through another User's view of the Services or Data;
  4. Use the APIs or Data for any illegal purposes, or in any manner which would violate these Terms, or breach any laws or regulations regarding privacy or data protection, or violate the rights of third parties or expose Clockwork or its users to legal liability;
  5. Remove any legal, copyright, trademark or other proprietary rights notices contained in or on materials you receive or access pursuant to these Terms, including, but not limited to, the APIs, the Developer Documentation, and the Data;
  6. Obtain, display or use more Data than is minimally required by the Application;
  7. Sell, lease, share (with the exception of making the Data available to users through the Application), transfer, sublicense or otherwise make available any Data, directly or indirectly, to any third party (e.g. you may not sell access to an aggregated collection of User profiles or the most relevant Users for a position), including, but not limited to, any data broker, ad network, ad exchange, or other advertising monetization-related party;
  8. Use the Data for any other purpose other than to allow your users to use the Data in your Application;
  9. Make any statements or use any API or Data in a manner that expresses or implies that you, your Application or your use of the Data is sponsored or endorsed by Clockwork (e.g., you must not state or in any way imply that Clockwork has "verified" or "confirmed" the veracity of any exchanged Data);
  10. Use any API in any manner that, as determined by Clockwork in its reasonable discretion, constitutes abusive usage;
  11. Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services, or transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through your use of any API;
  12. Provide functionality that proxies, requests or collects Clockwork usernames or passwords;
  13. Copy, adapt, reformat, reverse-engineer, disassemble, decompile, decipher, translate or otherwise modify any API, Access Credential, Data, Services, Clockwork Brand Features or other information or service from Clockwork, through automated or other means;
  14. Use Data as an input to reports or scores that could be used for the purposes of determining eligibility for credit, insurance, employment or other business purposes, unless otherwise expressly permitted by Clockwork, in writing, under separate terms;
  15. Use Data in any manner that facilitates bias or discriminatory practices, including data "redlining," whether intentional or inadvertent, based on any sensitive or legally protected categories or characteristics;
  16. Use Data in any manner that facilitates government surveillance (either directly or as a contractor for a government entity);
  17. Try to exceed or circumvent limitations on API calls and use. This includes creating multiple Applications for identical, or largely similar, usage;
  18. Distribute or allow third parties access to any stand-alone API;
  19. Attempt to re-identify any de-identified or anonymized data;
  20. Access a Firm or User's data through your Application without their express permission;
  21. Permit a User to share their Firms' data to anyone else through your Application;
    
    You must not:
    1. Include inappropriate Data in your Application; or
    2. Commingle Data with third party data unless this is the expressed intention of the Application and all Users are privy to such commingling.
2. Excluded Uses of the APIs
  
  In addition to the other terms and conditions in these Terms, you must never do any of the following under these Terms:
  1. Use the APIs in any Application that includes adult Data, promotes gambling, involves the sale of tobacco or alcohol to persons under 21 years of age, or otherwise violates any applicable law or regulation; or
  2. Use the APIs to retrieve Data that is then aggregated with third party data in such a way that an end user cannot attribute the Data to Clockwork (i.e., aggregated search results).
Storage
1. No Storing Any Data
  
  You must not capture, copy or store any Data or any information expressed by the Data (such as hashed or transformed data), except to the extent permitted by these Terms.
  
  You must store all Data in a manner which enables you to identify, segregate and selectively delete such Data. The Data must not be stored in a data repository that would enable any third party access (other than the Firm or User to which it relates).
  
  You may store the Application-specific User tokens and authentication tokens acquired on a Firm or User's behalf.
2. You May Store Tokens
  
  You may store the Application-specific alphanumeric user IDs that we provide to you for identifying users of your Application ("User Tokens") or the authentication tokens that we provide to you when a User authenticates your Application to their Clockwork account ("OAuth Access Tokens").
  
  Solely to improve the user experience, you may cache Data for up to 24 hours.
3. Caching Data for Performance
  
  Solely to improve your Application's performance, you may cache the Data for up to 24 hours from a request for that Data through the APIs before permanent deletion. Unless otherwise set forth in this Section 4 or in any applicable Additional Terms, you do not have any right to store the Data beyond this limited 24 hour period.
4. Firm Data
  
  You must obtain legally valid consent from a Firm before you may store that Firm's Data.
  
  In addition to the requirements set forth below in Section 5, the process for obtaining Firm consent to store their data must, at a minimum, meet the specifications set forth here. "Firm Data" means any or all of a Firm's data available through an applicable API, subject to a Firm's privacy settings.
  
  You must delete all Firm data when that Firm requests deletion, uninstalls your Application or closes their account.
  
  You do not need to delete data that a Firm provides directly to you.
5. Delete at Firm Request
  
  You must immediately delete all Data collected through the APIs about a particular User, including the User Token and the OAuth Access Token, upon request by that User, when the User uninstalls your Application or when the User closes their account with you.
  
  The restrictions of this Section do not apply to data that Users provide directly to you and that is separately entered or uploaded to you by the user of your Application.
6. Delete for Breach
  
  You must immediately delete all Data if we terminate your use of the APIs for breach of these Terms, except when doing so would cause you to violate any law or obligation imposed by a governmental authority.
  
  If you process Covered Data received from us you must agree to Clockwork's Data Processing Agreement.
7. Data Protection
  
  The term "Covered Data" has the meaning given to the term "personal data" under the European Union General Data Protection Regulation, Regulation (EU) 2016/679 ("GDPR"). To the extent either party processes Covered Data received from the other party, the parties agree that the Clockwork Data Processing Agreement, shall govern such processing and is expressly incorporated by reference herein.
Donor Trick Users
1. Your User Agreement and Privacy Policy
  
  Your Application must include your own user agreement and privacy policy. Your user agreement and privacy policy must be prominently identified or located where users download or access your Application. Your privacy practices must meet applicable legal standards and accurately disclose the collection, use, storage and sharing of data.
  
  If your Application is an enterprise application, you must enter into customer agreements with your enterprise customers that describe how you will be accessing Clockwork accounts and Data on the customer's behalf.
  
  You must promptly notify us of any breaches of your user agreement or privacy policy that impact or may impact Users. Your privacy policy must be at least as stringent and user-friendly as Clockwork's.
2. Clockwork User Consent
  
  Before obtaining information from Users, you must obtain their legally valid consent which, at a minimum, shall include: (a) how their data will be used, (b) when it will be collected (e.g., will the Application pull a User's Profile Data more than once); and (c) how a user can withdraw their consent. The consent must be freely given (in accordance with applicable law) and given by a statement or a clear affirmative action. When a particular User's User Token and OAuth Access Token expires, you must obtain that User's consent again in order to continue to collect and store their data.
Brand
1. Brand Features License and Publicity Rights
  
  Subject to these Terms, we grant you a limited, non-exclusive, non-assignable, non-sublicenseable, and non-transferable license during the Duration to display Our Brand Features within the Application and to accurately promote or advertise your integration of the APIs in your Application. "Our Brand Features" means any trade names, trademarks, service marks, logos and domain names that Clockwork makes available to you.
  
  You agree not to display Our Brand Features (a) in any way that violates applicable law, including laws regarding libel, slander, obscenity and infringement or (b) in any way that is misleading, implies that your Application is approved, created or endorsed by Clockwork (or otherwise embellishing your relationship with Clockwork) or in a way that is otherwise objectionable to Clockwork in its sole discretion. If you are planning any formal, proactive press outreach, you will submit the Data (press release, blog post, etc.) to us for prior written approval (email acceptable). Any good will in Our Brand Features resulting from your use will inure solely to Clockwork.
  
  You grant us a limited, non-exclusive, non-assignable, non-sublicensable, and non-transferable license during the Duration to display your trade names, trademarks, service marks, logos and domain names (collectively, "Your Brand Features") to promote or advertise your use of the APIs in your Application. Any good will in Your Brand Features resulting from our use will inure solely to you.
  
  We may, without your consent, publicly refer to you, orally or in writing, as a licensee of the APIs and/or user of the Data. We may also publish your name and logo (with or without a link to your Application) on our Services, in press releases, and in promotional materials without additional consent or notice to you.
Safety
1. Security Measures
  1. Requirement for Security Measures. Your network, operating system and the software of your web servers, databases, and computer systems (collectively, "Systems") must be properly configured to securely operate your Application and process Data.
  2. Security Questionnaire. If requested, you must complete Clockwork's security questionnaire (which Clockwork will provide to you).
  3. Security Breach. You must promptly report any security deficiencies in, or intrusions to, your Systems that you discover (or are reported publicly or to you) to Clockwork in writing via email to security@clockworkrecruiting.com or subsequent contact information posted on the Developer Site if such intrusions could reasonably be expected to affect the Data, Clockwork or its Users in any way. You will work with Clockwork to immediately correct any security deficiency, and will immediately disconnect any intrusions or intruders. In the event of any security deficiency or intrusion involving the Application, APIs or Data, you will make no public statements (e.g., press, blogs, social media, bulletin boards, etc.) without prior written and express permission from Clockwork in each instance.
2. Monitoring
  
  You will provide us with up to two full-feature client account-level instances to access your Application (and/or other materials relating to your use of the APIs and/or the Data) as reasonably requested by us to verify your compliance with these Terms (including, in particular, your security and privacy obligations under these Terms).
  
  You also agree to assist Clockwork in verifying your compliance with these Terms by providing us with information about your Application and storage of Data, which may include access to your Application and other materials or Systems related to your use of the APIs. If you do not demonstrate full compliance with these Terms, as determined in our sole discretion, we may restrict or terminate your access to the APIs.
  
  You acknowledge that Clockwork may monitor any API activity from its own systems for the purpose of ensuring quality, improving Clockwork products and Services, and ensuring compliance with these Terms. You must not interfere or attempt to interfere with such monitoring or otherwise obscure from Clockwork your API activity. Clockwork may use any technical means to overcome such interference.
Rights
1. Support and Updates
  
  We may provide you with support for the APIs in our sole discretion and we may stop providing support to you at any time without notice or liability to you. We are not obliged to provide any training, support or technical assistance for the Application, the Data, or the APIs directly to your Application users and you agree to communicate to your Application users that you (and not Clockwork) are responsible for any such support.
  
  We may modify or release subsequent versions of the APIs and require that you use those subsequent versions. Unless we release a new version of the APIs for security or legal reasons, you will have a reasonable amount of notice (as determined by us), to migrate to subsequent versions of the APIs. You acknowledge that once Clockwork releases a subsequent version of an API, the prior version of such API may stop working at any time or may no longer work in the same manner. Your continued use of the APIs following a subsequent release will be deemed your acceptance of modifications.
2. Costs and Fees
  
  The APIs are provided on a Tiered Use Basis. If we change our charge or fee for use of the APIs or any developer tools and features, you do not have any obligation to continue to use the APIs.
  
  Each party will bear its own costs and expenses in performing its obligations under these Terms.
3. Independent Development
  
  Each party acknowledges that the other party may be independently creating applications, Data and other products or services that may be similar to or competitive with those of the other party and nothing in these Terms will be construed as restricting or preventing each party from creating and fully exploiting such applications, Data and other items, without any obligations to the other party.
Ownership
1. All Rights Reserved
  
  As between the parties, we own all rights, title, and interest in and to the (a) APIs, and all elements, components, and executables of the APIs, (b) Data; (c) Services; and (d) Our Brand Features (clauses (a)-(d) collectively, the "Clockwork Materials"), and, subject to the foregoing, you own all rights, title, and interest in and to the Application and Your Brand Features. Except to the limited extent expressly provided in these Terms, neither party grants, nor shall the other party acquire, any right, title or interest (including any implied license) in or to any property of the first party under these Terms. All rights not expressly granted in these Terms are withheld.
2. License to Your Application
  
  For the Duration you grant us a paid-up, royalty-free, non-exclusive, worldwide, irrevocable right and license, under all of your intellectual property rights, to: (a) use, perform, and display your Application and its Data for purposes of marketing, demonstrating, and answering inquiries; (b) link to and direct Users to your Application; and (c) sublicense the foregoing rights to Clockwork Affiliates (as defined in Section 12.3 below).
3. Feedback
  
  Either party may from time to time elect, in its sole discretion, to provide suggestions, comments, improvements, ideas or other feedback to the other party related to the other party's products and services ("Feedback"). Feedback is provided on an "as is" basis with no warranties of any kind and the receiving party will have a royalty-free, worldwide, sublicensable, transferable, non-exclusive, perpetual and irrevocable right and license to use Feedback. Each party agrees not to provide Feedback that it knows is subject to any intellectual property claim by a third party or any license terms which would require products or services derived from that Feedback to be licensed to or from, or shared with, any third party.
Follow and These Terms
1. Legal Compliance
  
  You represent and warrant to Clockwork that: (a) you have the right to use, reproduce, transmit, publicly display, publicly perform, and distribute your Application (excluding Clockwork Materials); (b) use of your Application by Clockwork and its Users in accordance with the Application's terms of use will not violate the rights of any third party (e.g., copyright, patent, trademark, privacy, publicity or other proprietary right of any person or entity), or any applicable regulation or law, including the Digital Millennium Copyright Act, the laws of any country in which your Application is made available and any applicable export laws; and (c) you will comply with all applicable local, state, federal, and foreign laws, including, without limitation, any laws or regulations relating to privacy and data protection in connection with its performance under these Terms
2. Compliance with and Amendments to These Terms
  
  You must comply with these Terms in order to use the APIs. The most current version of these Terms can be reviewed on the Developer Site.
  
  We reserve the right to modify, supplement, or replace any provisions of these Terms, effective prospectively upon posting on the Developer Site or otherwise notifying you. For example, we may present a banner on the Developer Site when we have amended these Terms so that you may access and review the changes prior to your continued use of the APIs and Developer Site. If you do not want to agree to changes to these Terms, you can terminate these Terms at any time in accordance with Section 11.
  
  To use the APIs, you must also comply with these other agreements and policies.
3. Other Obligations
  
  In addition to any other documents incorporated by reference into these Terms above, you and your Application must also comply with the following, which are hereby incorporated by reference:
  1. Clockwork Terms of Service;
  2. Clockwork Privacy Policy
  In the event of any conflict between the Data in this document and the above documents; this document controls your use of the APIs. If you disagree with any of the provisions in these Terms, do not access or use the APIs.
Term
1. Duration of Terms
  
  The duration of these Terms (the "Duration") will be from the date upon which you agree to these Terms and will continue until terminated as set forth below.
2. Your Termination Rights
  
  You may terminate these Terms by discontinuing use of our APIs.
3. Suspension; Termination
  
  We may suspend or terminate your use of all or any of the APIs or Data at any time if we believe you have violated these Terms, or, in our sole discretion, we believe the availability of the APIs in your Application is not in our or our users' best interests.
  
  We may discontinue the availability of some or all of the APIs or any Data at any time for any reason. We shall provide you with 30 days notice unless we discontinue such availability to protect the security or integrity of the APIs and related offerings, to address user security or user privacy issues, for legal compliance reasons, or to the extent necessary to mitigate damages in relation to third party litigation.
  
  We may also impose limits on certain features and services or restrict your access to some or all of the APIs, Data or our Services. Although we will endeavor to provide prior notice of our exercise of our rights pursuant to this Section, it may not be practical or commercially reasonable in all circumstances. Accordingly, all of our rights in these Terms may be exercised without prior notice or liability to you.
4. Termination for Cause
  
  Either party may terminate these Terms: (a) if the other party files a voluntary petition for bankruptcy or a petition or answer seeking a reorganization; (b) if the other party has filed against it an involuntary petition for bankruptcy that has not been dismissed within 60 days thereof; (c) if the other party becomes insolvent, admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of its creditors; (d) if the other party applies for or consents to the appointment of a receiver, trustee or liquidator for substantially all of its assets or such receiver, trustee or liquidator is appointed for the other party; or (e) upon the occurrence of a material breach of these Terms by the other party, if such breach is not cured within 10 days after written notice identifying the matter constituting the material breach is provided by the non-breaching party.
5. Effect of Termination
  
  Upon termination of these Terms:
  1. all licenses granted under these Terms will terminate immediately;
  2. upon request, each party will promptly return to the other party or delete all tangible embodiments of confidential information of such party in its possession, custody or control;
  3. you will comply with the requirements to delete stored Data; and
  4. Clockwork will make commercially reasonable efforts to remove all references and links to your Application from the Services (Clockwork has no other obligation to delete copies of, references to, or links to your Application).
  Notwithstanding the above, each party may retain a copy of these Terms and such other confidential information of the other party as reasonably required for legal and auditing purposes. Clockwork may request that you certify in writing your compliance with this Section.
6. Survival
  
  The following sections of this Agreement shall survive any termination, Sections 3 ("Use of the APIs and Clockwork Data"), 4.5 ("Delete at User Request"), 4.6 ("Delete for Breach"), 4.7 ("Data Protection"), 5 ("Don't Harm or Trick Users"), 6 ("Brand Use"), 7 ("Safety and Abuse"), 8.3 ("Independent Development"), 9 ("Ownership"), 10 ("Follow the Law and These Terms"), 11.5 ("Effect of Termination"), 11.6 ("Survival"), 12 ("Disclaimer of Warranties; Limitation of Liability; Indemnity"), 13 ("Dispute Resolution") and 14 ("General Terms").
Disclaimer Limitation of Liability; Indemnity
1. Applicability of Disclaimer and Limitation
  
  SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN IMPLIED TERMS OR EXCLUSIONS OF LIABILITY AND AS A RESULT THE DataS OF THIS SECTION MAY NOT APPLY TO YOU.
  
  The Clockwork Materials are provided to you as-is.
2. Disclaimer of Warranties
  
  WE PROVIDE THE CLOCKWORK MATERIALS AND ALL OTHER INFORMATION AND SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH NO WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. WE DO NOT REPRESENT, WARRANT OR MAKE ANY CONDITION THAT THE Clockwork MATERIALS ARE FREE OF ERRORS, BUGS OR INTERRUPTIONS, OR THAT THE Data IS ACCURATE, COMPLETE OR OTHERWISE VALID. YOUR USE OF THE CLOCKWORK MATERIALS IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM USE OF THE CLOCKWORK MATERIALS TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE CLOCKWORK MATERIALS WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS. CLOCKWORK DOES NOT CONTROL OR VET USER-GENERATED Data FOR ACCURACY.
3. Limitation of Liability
  
  NEITHER CLOCKWORK NOR ANY OF OUR SUBSIDIARIES, AFFILIATED COMPANIES, OR SUPPLIERS (EACH A "CLOCKWORK AFFILIATE"), AND OUR AND THEIR RESPECTIVE EMPLOYEES, SHAREHOLDERS, OR DIRECTORS, SHALL BE CUMULATIVELY LIABLE FOR: (A) ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, PROFIT, REVENUE OR DATA TO YOU OR ANY THIRD PERSON ARISING FROM YOUR USE OF CLOCKWORK MATERIALS ACCESSED THROUGH OR DOWNLOADED FROM CLOCKWORK; OR (B) ANY LIABILITY OR DAMAGES IN EXCESS OF TEN THOUSAND DOLLARS ($10,000). THIS LIMITATION OF LIABILITY SHALL:
  1. APPLY REGARDLESS OF WHETHER (A) YOU BASE YOUR CLAIM ON CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, (B) WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES, OR (C) THE LIMITED REMEDIES PROVIDED IN THIS SECTION FAIL OF THEIR ESSENTIAL PURPOSE; AND
  2. NOT APPLY TO ANY DAMAGE THAT CLOCKWORK MAY CAUSE YOU INTENTIONALLY OR KNOWINGLY IN VIOLATION OF THESE TERMS OR APPLICABLE LAW, OR AS OTHERWISE MANDATED BY APPLICABLE LAW THAT CANNOT BE DISCLAIMED IN THESE TERMS.
4. Your Indemnification Obligations
  
  You will defend, hold harmless, and indemnify Clockwork and the Clockwork Affiliates (and our and their respective employees, shareholders, and directors) from any claim or action brought by a third party, including all damages, liabilities, costs and expenses, including reasonable attorneys' fees, to the extent resulting from, alleged to have resulted from, or in connection with: (a) your breach of your obligations herein; or (b) the violation of any copyright, trademark, service mark, trade secret or patent by the Application, Feedback or Your Brand Features.
Dispute Resolution
1. Law and Forum for Legal Disputes
  
  These Terms and any claim, cause of action or dispute ("Claim") arising out of or related to these Terms shall be governed as follows.
  
  If you live in the Designated Countries, the laws of Ireland, excluding its conflict of laws rules, shall exclusively govern any dispute relating to these Terms and/or the Services. Claims can be litigated only in Dublin, Ireland, and we each agree to personal jurisdiction of the courts located in Dublin.
  
  For all others, including those who live outside of the United States, the laws of the state of California, USA, excluding its conflict of laws rules and notwithstanding any conflicts of law principles and the United Nations Convention for the International Sale of Goods, shall exclusively govern any dispute relating to these Terms, except that the U.S. Federal Arbitration Act governs everything related to arbitration. All Claims (except those brought in arbitration and small claims court) can be litigated only in the federal or state courts in Alameda County, California, USA, and we each agree to personal jurisdiction in those courts.
  
  Notwithstanding the above, you agree that Clockwork shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
  
  In the event of litigation between the parties arising out of or related to these Terms, the prevailing party will be entitled to recover its attorneys' fees and costs incurred.
2. Arbitration Option
  
  For any Claim (excluding claims for injunctive or other equitable relief) arising out of or related to these Terms, where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the Claim in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties.
  
  The ADR provider and the parties must comply with the following rules:
  1. the arbitration shall be conducted by telephone, online, and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration;
  2. the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and
  3. any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.
General

This Section 14, provides important details to help you read these Terms.
1. Severability
  
  If any provision of these Terms is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible in order to effect the intention of the provision; if a term cannot be so modified, it will be severed and the remaining provisions of these Terms will not be affected in any way.
2. Language
  
  Where Clockwork has provided you with a translation of the English language version of these Terms or any document referenced in these Terms, you agree that the translation is provided for your convenience only and that the English language versions of any such document, will control.
3. Notices and Service of Process
  
  We may notify you via postings on the Developer Site or via the email address associated with your Application or User account. Clockwork accepts service of process at this address: Clockwork Recruiting ESE ATTN: Legal Department, 2030 Franklin Suite 202, Oakland CA 94612. Any notices that you provide without compliance with this Section shall have no legal effect.
4. Entire Agreement
  
  These Terms, including any documents incorporated into these Terms by reference, constitute the entire agreement between you and Clockwork regarding the subject matter of these Terms and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of these Terms.
5. No Injunctive Relief
  
  In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the developer platform or any APIs, Data or other material used or displayed through the Clockwork developer platform.
6. Beneficiaries
  
  Entities other than Clockwork Recruiting ESE that Clockwork Recruiting ESE owns a 50% or greater interest in are not parties, but intended third party beneficiaries of these Terms, with a right to enforce these Terms directly against you.
7. Assignment and Delegation
  
  You may not, without Clockwork's prior written consent, assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under these Terms, fully or partially without notice to you.
8. Potential Other Rights and Obligations
  
  You may have rights or obligations under local law other than those enumerated here if you are located outside the United States.
9. No Partnership
  
  Nothing in these Terms will be construed as creating a partnership or joint venture of any kind between the parties and neither party will have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.
10. How to Contact Us
  
  If you have questions or comments about these Clockwork API Terms of Use, please contact us online or by physical mail at:
  
  Clockwork Recruiting ESE
  Attn: API Terms of Use Issues
  2030 Franklin Suite 202
  Oakland CA 94612