Clockwork Recruiting - Terms of Service

Clockwork ESE, Inc.

Terms of Service

Last Updated: April 10, 2026

These terms and conditions (the "Terms of Service") apply to your use of the services offered by Clockwork ESE, Inc. ("Clockwork" or "we"). Such offerings are provided by Clockwork through the Internet site https://www.clockworkrecruiting.com/ (the "Site" and, together with any related software, tools and services provided in connection with the Site, the "Clockwork Service"). Please read carefully the following Terms of Service and Privacy Policy, which may be found on our website at https://www.clockworkrecruiting.com/privacy-policy and which is incorporated by reference into these Terms of Service. These Terms of Service govern your access to and use of the Clockwork Service and all Site Content and constitute a binding legal agreement between you and Clockwork. Terminology used in these Terms of Service but not defined shall have the meanings set forth in the Service Agreement or Statement of Work.

YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE "ACCEPT TERMS" BUTTON, REGISTERING FOR A CLOCKWORK ACCOUNT, OR ACCESSING OR USING THE CLOCKWORK SERVICE, OR BY DOWNLOADING, SUBMITTING OR POSTING ANY CONTENT FROM, ON, OR THROUGH THE CLOCKWORK SERVICE, OR BY ENTERING INTO A SERVICE AGREEMENT OR STATEMENT OF WORK WITH CLOCKWORK, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE CLOCKWORK SERVICE OR SITE CONTENT. If you accept or agree to these Terms of Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Service and, in such event, "you" and "your" will refer and apply to that company or other legal entity.

Definitions

"Authorized User" means an employee or contractor of Customer that has (i) been assigned a unique username-password combination to access and use the Clockwork Services, and (ii) registered online to access and use the Clockwork Services, as described under "Account Registration" below. Each Authorized User shall be subject to these Terms of Service.

"Content" means text, graphics, photos, software, audio, video, information or other materials.

"Customer" means an Authorized User that is a company or other legal entity, rather than an individual.

"Clockwork Content" means Content that Clockwork makes available through the Site or Clockwork Service, including any Content licensed to Clockwork from a third party, but excluding User Content.

"Fees" means the fees described in the Customer's Service Agreement or Statement of Work.

"Hosting Services" means any third-party service that Clockwork uses or may use to provide the Clockwork Services.

"Intellectual Property Rights" means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world.

"User Content" means Content that an Authorized User posts, uploads, publishes, submits or transmits to be made available through the Clockwork Service.

"Site Content" means Clockwork Content and User Content.

"Software" means any Clockwork or third-party software used by Clockwork to provide the Clockwork Services.

Modification

Clockwork reserves the right, at its sole discretion, to modify, discontinue or terminate the Clockwork Service or to modify these Terms of Service, at any time and without prior notice. If we modify these Terms of Service, we will post the modification on the Site or provide you with notice of the modification. We will also update the "Last Updated" date at the top of these Terms of Service. By continuing to access or use the Clockwork Service after we have posted a modification, you are indicating that you agree to be bound by the modified Terms of Service. If the modified Terms of Service are not acceptable to you, your only recourse is to cease using the Clockwork Service.

Service Agreement

If you are a party to a Service Agreement or Statement of Work between you and Clockwork (a "Service Agreement" or a "Statement of Work"), these Terms of Service shall begin on the Effective Date of the Service Agreement or Statement of Work and, unless terminated pursuant to a Termination for Cause (as such term is defined below), shall continue through the Term set forth in the Service Agreement or Statement of Work and will automatically renew for a successive Term of equal length at the conclusion of each Term.

AUTOMATIC RENEWAL NOTICE: THIS AGREEMENT WILL AUTOMATICALLY RENEW AT THE END OF EACH TERM FOR A SUCCESSIVE TERM OF EQUAL LENGTH UNLESS CLOCKWORK RECEIVES WRITTEN NOTICE OF YOUR INTENT NOT TO RENEW AT LEAST THIRTY (30) DAYS PRIOR TO THE END OF THE THEN-CURRENT TERM. NON-RENEWAL NOTICE MUST BE SENT IN WRITING TO: legal@clockworkrecruiting.com.

Clockwork will provide written notice of any price increase for the renewal Term at least thirty (30) days prior to the end of the then-current Term. If Clockwork fails to provide timely notice of a price increase, the renewal will occur at the pricing in effect for the prior Term.

Clockwork may, in its sole discretion, increase the price you pay for each successive renewal Term so long as it provides written notice at least thirty (30) days prior to the end of the then-current Term.

In the event of any conflict or inconsistency between these Terms of Service and a separately executed Service Agreement or Statement of Work, the Service Agreement or Statement of Work shall control and govern in all respects.

Either party to a Service Agreement or Statement of Work may, by written notice, request changes, additions, deletions, or modifications to any Service Agreement or Statement of Work. No changes will be effective until a written amendment has been signed by both parties.

Eligibility

By accessing or using the Clockwork Service you represent and warrant to Clockwork that: (i) you are of legal age to form a binding contract; (ii) all registration information you submit is accurate, current and complete; (iii) you will maintain the accuracy and completeness of such information; (iv) if you are accepting these Terms of Service on behalf of a company or other legal entity, you have the authority to bind that company or legal entity to these Terms of Service. You also certify that you are legally permitted to use and access the Clockwork Service and take full responsibility for the selection and use of and access to the Clockwork Service. These Terms of Service are void where prohibited by law, and the right to access the Clockwork Service is revoked in such jurisdictions.

Privacy

See Clockwork's Privacy Policy at https://www.clockworkrecruiting.com/privacy-policy for information and notices concerning Clockwork's collection and use of your personal information.

Account Registration

In order to access the Clockwork Service, you must register to create an account ("Account") and become an Authorized User. When registering with Clockwork you agree to: (a) provide true, accurate, current and complete information about yourself (or, if applicable, the Customer you represent) as prompted by the Clockwork Service's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Clockwork Service (or any portion thereof).

You may not authorize any third party (other than, if applicable, the employees, consultants or agents of the Customer you represent) to access or use the Clockwork Service on your behalf. You are responsible for maintaining the confidentiality of the user ID and password, and are fully responsible for all activities that occur under your user ID or password. You agree to immediately notify Clockwork of any unauthorized use of your user ID or password or any other breach of security. Clockwork cannot and will not be liable for any loss or damage arising from any unauthorized use of your account. Authorized User may access and use the Clockwork Services solely for its internal business purposes and such access and use is expressly limited to the number of Authorized Users for which Customer has paid Fees in accordance with the Service Agreement or Statement of Work. Clockwork reserves all rights not granted to Authorized User pursuant to these Terms of Service.

By providing us with your email address, you agree to receive all required notices electronically, to that email address. From time to time, Clockwork will use this email address to send you notifications about product updates and improvements, company news and events, and updates from our community.

New Services

If the Customer requests Clockwork to perform any services that are different from or in addition to the Clockwork Services set forth herein ("New Services"), and Clockwork is willing to provide such different or additional services, Clockwork shall provide a written quote to the Customer listing the fees for such requested New Services ("New Service Fees"). If Customer accepts such quote in writing within fifteen (15) days: (a) Clockwork shall perform the New Services; (b) the Service Agreement or Statement of Work shall be adjusted to reflect the New Service Fees; and (c) such New Services shall be deemed Clockwork Services.

Fees and Payment

All Fees paid for the Clockwork Service are non-refundable and non-transferable except as expressly provided in these Terms of Service. All Fees and applicable taxes, if any, are payable in United States dollars. You are solely responsible for the payment of, and shall pay when due, all applicable sales and use taxes and similar fees now in force, enacted or imposed in the future on the delivery of Clockwork Service and/or any related transactions (except for taxes assessed on Clockwork's net income or personal property). If for any reason Clockwork pays any such taxes, duties or excises, you will reimburse Clockwork for such taxes, duties or excises, other than taxes on Clockwork's net income.

Data Export and Extraction Services

Data export and extraction services are professional services offered by Clockwork at its then-current standard published rates, which are separate from and in addition to your Subscription Fees. These services are not included in any subscription tier and are not provided as a default feature of the Clockwork Service.

Pricing for data export and extraction services is set at Clockwork's then-current standard rates at the time of the request. Clockwork reserves the right to update its standard rates at any time. The applicable rate will be confirmed in a written quote provided to Customer prior to commencement of any extraction services. Rates apply equally to all customers regardless of subscription tier, tenure, or account status, including customers who have provided notice of non-renewal or that are in an offboarding period.

Full payment is required prior to the initiation of any data export or extraction. No extraction will be processed until a signed quote and full payment have been received by Clockwork.

Upon delivery, Customer will receive a secure download link. Download links are active for the period specified in the delivery notice, typically four (4) calendar days from the date of delivery. Customer is solely responsible for downloading and securing its data within the active window. If the download link expires prior to Customer's retrieval of the data, a new extraction will be required at the then-current standard rate. Clockwork will not be liable for any loss of data arising from Customer's failure to download within the active window.

Customer is responsible for reviewing all delivered data and notifying Clockwork of any material omissions prior to the expiration of the download link. Clockwork will have no obligation to provide additional extractions or corrections after link expiration.

Subscription Services — Billing Terms

All subscription contracts are annual or multi-annual in term, regardless of whether Fees are billed annually or in monthly installments. Monthly billing does not create a month-to-month agreement. The annual Term commitment and all payment obligations arising thereunder apply in full regardless of billing frequency.

Subscription Services — Adding User Seats

You can add Seat licenses to your subscription at any time during your Term. Adding Seats during the Term will increase your Seat License Fee obligation for the remainder of the Term. If you pay annually you will be invoiced a pro rata amount for the remainder of the Term. If you pay monthly you will be invoiced a pro-rated amount for the remainder of the month in which you add the Seat, and then receive an adjusted monthly invoice going forward. Once added, a Seat increases your minimum contract obligation for the current Term and is not reversible until the end of the Term.

Subscription Services — Seat Management at Renewal

Seat licenses operate on a waterfall model during the Term. If Customer adds Seats at any point during the Term, the higher Seat count becomes the baseline for the remainder of that Term and for renewal. Seats do not automatically decrease at renewal.

Customer is solely responsible for managing its licensed Seat count prior to each renewal. Clockwork does not accept written notice of seat reductions as a mechanism for adjusting renewal commitments.

If Customer wishes to reduce its licensed Seat count for a renewal Term, Customer must deactivate the applicable Seats within the Clockwork platform prior to the first day of the renewal Term. On the first day of each renewal Term, Clockwork will determine the number of active Seats in Customer's account as of that date. That number will constitute the licensed Seat count and Fee obligation for the renewal Term. Customer's failure to deactivate Seats prior to the renewal date will result in renewal at the then-active Seat count, and Customer will be responsible for the full Fee obligation for the entirety of the renewal Term.

Deactivating a Seat during a Term does not reduce Customer's Fee obligation for the current Term. No refunds will be issued and monthly payment obligations will not be reduced for Seats deactivated during an active Term.

For instructions on how to deactivate Seats within the Clockwork platform, please visit: https://support.clockworkrecruiting.com.

Subscription Services — Additional Features

You can add Additional Features to your Account at any time during your subscription Term. If you pay annually you will be invoiced a pro rata amount for the remainder of the Term. If you pay monthly you will be invoiced a pro-rated amount for the remainder of that month and then an adjusted monthly invoice going forward.

Additional Features can be deactivated at any time during the Term, but deactivating a feature does not reduce your payment obligation for the current Term. No refunds will be issued for annual payment terms, and monthly payment obligations will not be lowered, even if the feature is not utilized.

At the end of your subscription Term, Additional Features not expressly removed prior to renewal will automatically renew at the then-current standard rate for those features.

Termination and Account Cancellation

Termination for Cause

Clockwork or Customer may terminate upon written notice if the other party materially breaches these Terms of Service and fails to correct the breach within thirty (30) days following written notice specifying the breach; provided that the cure period for any default with respect to payment shall be five (5) business days. Notwithstanding the foregoing, verbal, physical, written or other abuse (including threats of abuse or retribution) of any Clockwork customer, employee, member, or officer will result in immediate termination of your access to Clockwork Services.

Termination for Convenience

Customer may terminate their relationship with Clockwork for any reason by providing Clockwork with ninety (90) days' written notice. Clockwork may terminate the relationship created under this Terms of Service and your Service Agreement or Statement of Work for any reason by providing you ninety (90) days' written notice. For the avoidance of doubt, should you terminate your relationship with Clockwork for any reason other than a Termination for Cause, you are still responsible for any payments that would have been due through the remainder of the Term.

Termination for Insolvency

Subject to Title 11 of the United States Code, if Customer becomes or is declared insolvent or bankrupt, is the subject of any proceedings relating to its liquidation, insolvency, or for the appointment of a receiver or similar officer for it, or makes an assignment for the benefit of any creditor, then Clockwork may cease providing Clockwork Services to Customer and any of its Authorized Users upon sixty (60) days' written notice.

Effect of Termination

In the event that your account is terminated by you or by Clockwork for any reason, any licenses granted herein shall terminate, but your obligations described herein under the sections titled "Fees and Payment," "Data Export and Extraction Services," "Intellectual Property," "Confidentiality," "Disclaimers," "Indemnity," and "Limitation of Liability," as well as any obligations of yours set forth in the Privacy Policy, shall survive any termination or expiration of your use of the Clockwork Service or any agreement between you and Clockwork, and you will not be entitled to receive any refunds for any prepaid amounts in the event of any early termination.

For the avoidance of doubt, should you terminate your relationship with Clockwork for any reason other than a Termination for Cause, you are still responsible for any payments that would have been due through the remainder of the Term.

Data Processing

These Terms of Service incorporate the Clockwork Data Processing Agreement ("DPA"), available at https://www.clockworkrecruiting.com/data-processing-agreement, when the General Data Protection Regulation, the UK General Data Protection Regulation, the Swiss Federal Act on Data Protection, and/or the California Consumer Privacy Act applies to your use of the Clockwork Service to process Customer Data as defined in the DPA. The DPA as updated from time to time by Clockwork is incorporated by reference and governs. The then-current version of the DPA will be available at the URL above at all times.

User Obligations

As a condition of use, you agree not to use the Clockwork Service for any purpose that is prohibited by these Terms of Service. You are responsible for all of your activity in connection with the Clockwork Service. You shall abide by all applicable local, state, national and international laws and regulations and, if you represent a business, any applicable professional codes.

You agree that you will not: (a) take any action that imposes or may impose (as determined by Clockwork in its sole discretion) an unreasonable or disproportionately large load on Clockwork's or its third-party providers' infrastructure; (b) interfere or attempt to interfere with the proper working of the Clockwork Service or any activities conducted on the Clockwork Service; (c) bypass, circumvent or attempt to bypass or circumvent any measures Clockwork may use to prevent or restrict access to the Clockwork Service (or other accounts, computer systems or networks connected to the Clockwork Service); (d) run any form of auto-responder or "spam" on the Clockwork Service; (e) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site; (f) harvest or scrape any Content from the Clockwork Service; or (g) otherwise take any action in violation of Clockwork's guidelines and policies.

Intellectual Property

The Clockwork Service and Clockwork Content are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms of Service, Clockwork and its licensors exclusively own all right, title and interest in and to the Clockwork Service and Clockwork Content, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Clockwork Service or Clockwork Content.

All trademarks, service marks, logos, trade names and any other proprietary designations of Clockwork used herein are trademarks or registered trademarks of Clockwork. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Clockwork Service ("Submissions"), provided by you to Clockwork are non-confidential and Clockwork will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Confidentiality

The parties acknowledge that in the course of the relationship created by these Terms of Service and the Service Agreement or Statement of Work, each party may receive certain confidential or proprietary technical and business information and materials of the other party ("Confidential Information"). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except to carry out its purposes as set forth herein. Notwithstanding the foregoing, Confidential Information shall not include any information that is or becomes publicly known through no breach by the receiving party, or is rightfully received from a third party without restriction on disclosure, or is independently developed without use of any Confidential Information, or is required to be disclosed by law or court order, provided the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.

General Prohibitions

You agree not to do any of the following: (a) post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances; (b) use, display, mirror or frame the Clockwork Service or any individual element within the Clockwork Service, Clockwork's name, any Clockwork trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Clockwork's express written consent; (c) access, tamper with, or use non-public areas of the Clockwork Service, Clockwork's computer systems, or the technical delivery systems of Clockwork's providers; (d) attempt to probe, scan, or test the vulnerability of any Clockwork system or network or breach any security or authentication measures; (e) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Clockwork or any of Clockwork's providers or any other third party (including another user) to protect the Clockwork Service or Clockwork Content; (f) attempt to access or search the Clockwork Service or Clockwork Content or download Clockwork Content from the Clockwork Service through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Clockwork or other generally available third-party web browsers; (g) send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation; (h) use any meta tags or other hidden text or metadata utilizing a Clockwork trademark, logo URL or product name without Clockwork's express written consent; (i) use the Clockwork Service or Clockwork Content for any commercial purpose or for any public display (commercial or non-commercial); (j) forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Clockwork Service or Clockwork Content to send altered, deceptive or false source-identifying information; (k) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Clockwork Service or Clockwork Content; (l) interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Clockwork Service; (m) collect or store any personally identifiable information from the Clockwork Service from other users of the Clockwork Service without their express permission; (n) impersonate or misrepresent your affiliation with any person or entity; (o) violate any applicable law or regulation; or (p) encourage or enable any other individual to do any of the foregoing.

Clockwork will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Clockwork may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Service. You acknowledge that Clockwork has no obligation to monitor your access to or use of the Clockwork Service or Clockwork Content or to review or edit any User Content, but has the right to do so for the purpose of operating the Clockwork Service, to ensure your compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

Disclaimers

THE CLOCKWORK SERVICE, CLOCKWORK CONTENT AND USER CONTENT ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, CLOCKWORK EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. CLOCKWORK MAKES NO WARRANTY THAT THE CLOCKWORK SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. CLOCKWORK MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES OR CONTENT PURCHASED OR OBTAINED THROUGH THE CLOCKWORK SERVICE OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE CLOCKWORK SERVICE.

Indemnity

You agree to indemnify, defend, and hold harmless Clockwork and its officers, directors, employees, agents, licensors and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Service or your use of the Clockwork Service, including, but not limited to, your User Content, any use of the Clockwork Content, services and products other than as expressly authorized in these Terms of Service or your use of any information obtained from the Clockwork Service.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CLOCKWORK (INCLUDING ITS DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, ASSIGNS, SUCCESSORS AND LICENSORS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE CLOCKWORK SERVICE, REGARDLESS OF ANY NEGLIGENCE OF CLOCKWORK, EVEN IF CLOCKWORK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. THE CLOCKWORK SERVICE IS NOT INTENDED FOR USE IN CONNECTION WITH ANY NUCLEAR, AVIATION, MASS TRANSIT, OR MEDICAL APPLICATION OR ANY OTHER INHERENTLY DANGEROUS APPLICATION THAT COULD RESULT IN DEATH, PERSONAL INJURY, CATASTROPHIC DAMAGE OR MASS DESTRUCTION AND CLOCKWORK DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.

Controlling Law and Jurisdiction

These Terms of Service will be governed by and construed in accordance with the laws of the State of California, without regard to conflict-of-law provisions. With respect to any disputes or claims not subject to arbitration, as set forth below, you and Clockwork agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco County, California. With respect to any disputes or claims, Clockwork and you agree that any dispute shall be determined by binding arbitration. Clockwork and you waive any right to participate in a class-action lawsuit or class-wide arbitration.

Compliance with Laws

You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Clockwork Service and the Content and materials provided therein.

Relationship Between the Parties

Nothing in these Terms of Service will be deemed to make either party an agent, employee, partner, or joint venturer of the other party. Neither party will have any right, power, or authority to bind the other or assume or create any obligation or responsibility, express or implied, on behalf of the other party, or to make any representation or warranty on behalf of the other party.

Entire Agreement

These Terms of Service, together with any Service Agreement or Statement of Work and the Privacy Policy, constitute the entire and exclusive understanding and agreement between Clockwork and you regarding the Clockwork Service, and these Terms of Service supersede and replace any and all prior oral or written understandings or agreements between Clockwork and you regarding the Clockwork Service.

Assignment

You may not assign or transfer these Terms of Service, by operation of law or otherwise, without Clockwork's prior written consent. Any attempt by you to assign or transfer these Terms of Service, without such consent, will be null. Clockwork may freely assign or transfer these Terms of Service without restriction. Subject to the foregoing, these Terms of Service will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

Any notices or other communications provided by Clockwork under these Terms of Service, including those regarding modifications to these Terms of Service, will be given: (i) via email; or (ii) by posting to the Clockwork Service. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Written notices of non-renewal or termination from Customer must be sent to: legal@clockworkrecruiting.com.

General

The failure of Clockwork to enforce any right or provision of these Terms of Service will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Clockwork. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies under these Terms of Service will be without prejudice to its other remedies under these Terms of Service or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms of Service invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Service will remain in full force and effect.

Contacting Clockwork

If you have any questions about these Terms of Service, please contact Clockwork at:

Clockwork ESE, Inc.
4357 Cedarhurst Circle
Los Angeles, CA 90027
legal@clockworkrecruiting.com
https://www.clockworkrecruiting.com