Terms of Use
Effective: May 18, 2022
Welcome to Clocr, INC. (the “Company“, “us”, or “Clocr”). The following Terms of Use apply when you (“you”, the “Client”, or the “User”) view or use the services located at http://www.clocr.com or any subdomains hosted at clocr.com (collectively, the “Website”). Please review the following terms carefully. By accessing or using the Service, you agree to abide by these Terms of Use.
1. LICENSE
Subject to the terms and conditions contained in these Terms of Use, the Company grants the Client a non-sublicensable, non-transferable, non-exclusive limited license (the “License”) to access and use Clocr’s Website and the services operated on, through, and by the Company on the Website (collectively, the “Services” and together with the Website, the “Platform”). You acknowledge and agree that the use of the Platform is governed by these Terms of Use and Clocr’s Privacy Policy, which may be accessed at https://clocr.com/privacy-policy. In the event of any conflict between these Terms of Use and Clocr’s Privacy Policy, these Terms of Use shall control.
2. REGISTRATION; RULES FOR USER CONDUCT AND USE OF THE PLATFORM
ACCOUNT CREATION.
The Platform is not intended for the use of anyone under the age of 16, or, if your state of residence designates a higher age for creation of online accounts without parental consent, such higher age. By creating a user account, the User represents that the User is at least 16 years old or such age as is designated by the User’s state of residence to open an online account without parental consent.
Each User must supply a unique email address in order to create an account on the Platform.
Upon registration and authentication of a user account, the Company will create a personalized account (the “Account”) for such User. A User’s account will have a unique username and password to access the Platform, and shall be affiliated with the email address provided in connection with registration. The Company will have the ability, but not the duty, to contact you and/or accept messages from you via your Account and/or email address. By creating an Account you consent to receive electronic communications from Clocr via your Account and email address.
Each User must register for its own Account on the Platform. Multiple Users may not share an account except as expressly permitted by the Platform. You are responsible for maintaining the confidentiality of your username, password, and Account information. You agree to notify us immediately at support@clocr.com of any unauthorized use of your password and/or Account. You acknowledge and agree that the Company will not be responsible for any liabilities, losses, damages, or claims arising out of the unauthorized use of your Account, username, or password.
POSTING AND CONDUCT RESTRICTIONS.
After creating your Account, you may have the ability to post, upload, link, and/or store content and materials on and to the Platform and/or transmit, share, and/or otherwise make available with other Users or recipients through the Platform (such actions collectively, “post” or “posting” of such content and materials collectively, “User Content“). You are solely responsible for the User Content that you post via the Platform and maintaining the accuracy of such User Content, and agree to indemnify and hold harmless the Company, its owners, officers, employees, agents, contractors, attorneys, and representatives (collectively, the “Company Parties”) from any and all claims related to your User Content, including, but not limited to, intellectual property infringement. You retain ownership of any intellectual property rights that you hold in your User Content. The Company, however, reserves the right to remove any User Content from the Platform in its sole, absolute, and unappealable discretion at any time.
By using the Platform and posting any User Content while using the Platform, you agree to abide by the following:
- You are solely responsible for your Account and the activity that occurs while signed in to or while using your Account;
- You will not use the Services for any unlawful purpose or for the promotion of illegal activities;
- You will not use the Website and/or Services to harass, abuse or harm another person or group, including, but not limited to, the Company Parties and other Users or potential Users, or attempt to do any of the foregoing;
- You will not post any information to the Website that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and/or offensive;
- You will not post information that is malicious, false or inaccurate;
- You will not use another User’s Account nor impersonate another User;
- You will not provide false or inaccurate information when registering an Account;
- You will not disclose information that you do not have the right to disclose nor post content that is copyrighted or subject to third party intellectual property rights or proprietary rights, including privacy, publicity, trade secret, etc., unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically post such content; and
- You hereby affirm we have the right to determine whether any of your User Content submissions are appropriate and comply with these Terms of Use, remove any and/or all of your public submissions or postings and terminate your Account with or without prior notice.
The Company may remove, edit, block, and/or monitor a User or User Content at any time for any reason, including activity which, in its sole judgment violates these Terms of Use; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive, illegal, or otherwise objectionable; or violates the rights of, or harms or threatens the safety of users of the Platform. You acknowledge and agree that the Company may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with the legal process, applicable laws or government requests; (ii) enforce these terms; (iii) respond to claims that any content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of Clocr, its Users and the public. You understand that the technical processing and transmission of the Platform, including your content, may involve (x) transmissions over various networks; and (y) changes to conform and adapt to technical requirements of connecting networks or devices. We have the right to retain your personal information and your User Content for as long as your Account is active, or as needed to provide you Services, and as necessary to comply with our legal obligations and in accordance with the terms of our Privacy Agreement.
You recognize and agree that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Services, you assume such security risks and will hold Clocr harmless from any damages resulting from such security risks. Clocr contracts with a limited number of third-party service providers to furnish and support Clocr services including the storage of your encrypted User Content. Clocr offers no representation, warranty, or guarantee that User Content will not be exposed or disclosed through errors or the actions of third parties. Clocr may use, reproduce, sell, publicize, or otherwise exploit “Aggregate Data” in any way, in its sole discretion. The term “Aggregate Data” as used herein refers to User Content with personally identifiable information, names, and addresses removed.
Clocr also may make its Services available to certain affiliated and unaffiliated organizations so they, at your request, may make documents and other electronic files available to you and you to them. If you choose to utilize these organizations through Clocr, Clocr may upload electronic files into your Account as instructed by you either directly, or as forwarded by that organization. In addition, certain activity and information, such as the date and time you retrieved an electronic file, may be made available to that organization.
You acknowledge and agree that any liability, loss, or damage that occurs as a result of the use of any User Content that you make available or access through your use of the Platform is solely your responsibility. The Company is not responsible for any public display or misuse of your User Content. The Company does not, and cannot, pre-screen or monitor all User Content. At certain times, access to your Account may not be available due to maintenance or circumstances beyond our control.
3. LICENSE GRANT
You hereby consent to Clocr’s access, use, and processing of your User Content solely for the purpose of providing the Services to you. By posting any User Content you hereby grant and will grant to the Company a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, transmit, distribute, store, modify and otherwise use your User Content in connection with the operation of the Platform in any form, medium or technology now known or later developed. By electing to share User Content with other Users of the Platform, you grant those users a non-exclusive license to access and use that User Content solely as permitted by the functionality of the Services you elect to utilize. You further acknowledge and agree that the Company will not be responsible for the actions of other Users or third parties that make use of the User Content you share with them via the Platform
4. THE PLATFORM AND THE COMPANY’S DATA
OWNERSHIP AND COPYRIGHT OF THE PLATFORM.
Title to and ownership of the Platform and the Services and all copies thereof shall be and at all times remain in the Company. No ownership of the Platform is transferred by these Terms of Use. Any reports, developments, recommendations or modifications made by the Company or Users relating to the Platform, whether or not influenced or suggested by Users, are the sole property of the Company. You hereby assign and agree to assign to the Company any interest you have or may acquire in any of the foregoing, as well as all related intellectual property rights; and will cooperate to perfect or further evidence such assignments. The Platform, all copies thereof, and all associated data, source code, software, reports, modifications, and digital assets of the Company shall be referred to as the “Company’s Data.”
You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Platform and the Services, including applicable copyrights, trademarks and other proprietary rights. Other product and business names that are mentioned on the Platform may be trademarked by their respective owners. We reserve all rights that are not expressly granted to you under this Agreement.
For the avoidance of doubt, all files and information contained in the Website and produced by the Company are copyrighted by Clocr, Inc., subject to protection under domestic and foreign copyright laws, and may not be duplicated, copied, modified, or adapted in any way without the prior written consent of the Company, except as may be expressly permitted under these Terms of Use. Any violation of Clocr’s copyright and intellectual property rights shall be subject to the procedures set forth in Section 12.
LICENSE TERMS.
You may only use the Platform in compliance with all laws, including without limitation privacy laws, intellectual property laws, and unauthorized computer access laws governing data and accounts stored or managed online. You agree that you are solely responsible for your conduct, while accessing or using the Platform. You agree that you will not (i) interfere or attempt to interfere with the proper functioning of the Platform; (ii) copy, modify or create derivative works of the Website, the Company’s Data, and/or the Services or any related technology; (iii) reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Platform or any related technology, or any part thereof; (iv) upload anything that contains software viruses, worms, or any other harmful code or publish or link to malicious content intended to damage or disrupt another User’s account, browser or computer; (v) manipulate identifiers in order to disguise the origin of any message or post transmitted through the Platform; (vi) sublicense, rent, sell, loan, lease, disclose, display, distribute, or otherwise transfer the Platform, or any portion thereof, or use it for timesharing, rental or service bureau purposes, or do so for the benefit of a third party; (vii) remove or obscure any proprietary notices on the Platform, and shall reproduce such notices exactly on all permitted copies of the Platform; (viii) access the Platform and/or the Company’s Data in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Platform, or to copy any ideas, features, functions or graphics of the Platform; (ix) make any automated use of the system, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on the Company’s servers or network infrastructure (e.g., spam, denial of service attack, viruses, gaming algorithms); (x) override any security feature of the Platform; (xi) bypass any robot exclusion headers or other measures we take to restrict access to the Platform or use any software, technology, or device to scrape, spider, or crawl the Platform or harvest or manipulate data; (xii) access the Services by any means other than through the interface that is provided by Clocr for use in accessing the Services; (xiii) distribute, publicly perform or publicly display any of the Company’s Data, and/or (xiv) use the Platform other than for its intended purposes. Any use of the Platform, Services, or User Content other than as specifically authorized herein, without our prior express written permission, is strictly prohibited and will terminate the License granted herein and the User’s Account. Unless explicitly stated by us, nothing in these Terms of Use shall be construed as conferring any right or license to any patent, trademark, copyright or other proprietary rights of Clocr or any third party, whether by estoppel, implication, or otherwise. The limited License Clorc is granting hereunder to you is revocable at any time. Notwithstanding anything to the contrary in these Terms of Use, the Platform may include software components provided by Clocr or a third party that are subject to separate license terms, in which case those license terms will govern such software components. The limited License granted herein does not grant you any intellectual property license or rights in or to the Platform or the Services or any of their components except as provided in these terms. Clocr reserves all rights not granted in these terms.
CONFIDENTIALITY REQUIREMENTS.
The User acknowledges that, in the course of using and accessing the Platform, the User may obtain or develop information relating to the Platform and/or to Clocr (“Confidential Information”), including, but not limited to the software, code, technology, algorithms, schematics, testing procedures, user interface, documentation, problem reports, analysis and performance information, inventions (whether patentable or not), trademarks, service marks, copyrighted or copyrightable materials, and other technical, business, product, marketing, financial and customer information, plans and data. At all times both during and after the User’s use of the Platform, the User shall hold in confidence and protect, and shall not use (except as expressly authorized by these Terms of Use) or disclose, Confidential Information, unless such Confidential Information becomes publicly known without breach of these Terms of Use. You shall not, without the prior written consent of Clocr, disclose or otherwise make available the Platform, User Content posted by other Users, documentation or other supporting materials, including any information relating to the performance or operation of the Platform (including any testing results, opinions, benchmarking or other evaluation conclusions), or copies thereof to any third party. You acknowledge and agree that due to the unique nature of Clocr’s Confidential Information, there can be no adequate remedy at law for any breach of your obligations hereunder, that any such breach may allow you or third parties to unfairly compete with Clocr resulting in irreparable harm to Clocr, and therefore, that upon any such breach or threat thereof, Clocr shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law.
NOT PROVIDING LEGAL ADVICE
As part of the Services and the Platform, the Company is attempting to help organize your digital data, accounts, and information, so this information is streamlined and easily accessible to the individuals you designate in your Account to receive some or all of your User Content or as otherwise provided under these Terms of Use. Further, to the extent permitted by applicable law, which can be subject to change based on jurisdiction, the Services provide the option for you to notify people you designate in your Account to access some or all of your User Content. Provided, however, the Company makes no representations, whether express or implied, as to the legal efficacy of your intended use of the Platform or the Services, and makes no claims nor provides any advice legal or tax advice in connection with the implications of your use of the Services or the Platform in connection with your financial plan or your estate plan or on any tax obligations that could arise through your use of the Services, except to seek the advice of an attorney or other qualified professional to address your questions or to analyze how your use of the Platform and the Services may impact your personal estate plan or your tax obligations. YOU ACKNOWLEDGE THAT THE INFORMATION PROVIDED ON THE PLATFORM, YOUR ACCOUNT, AND IN CONNECTION WITH THE SERVICES IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND THE COMPANY IS NOT PROVIDING LEGAL ADVICE AND THE PLATFORM AND/OR SERVICES ARE NOT A SUBSTITUTE FOR LEGAL ADVICE. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED TO CONSULT WITH AN EXPERIENCED TRUSTS AND ESTATES ATTORNEY OR TAX PROFESSIONAL, AS THE CASE MAY BE, IN YOUR SPECIFIC JURISDICTION, AS TO HOW USE OF THE PLATFORM AND SERVICES IMPACTS YOUR ESTATE PLANNING DOCUMENTS OR OTHER JURISDICTIONAL LAWS, AND FURTHER ACKNOWLEDGE THAT INDIVIDUAL CIRCUMSTANCES, JURISDICTIONAL LAWS, AND TAX CONSEQUENCES MUST BE CONSIDERED AND ADDRESSED AND PROFESSIONAL ADVICE AND INDIVIDUAL USE OF THE PLATFORM AND SERVICES ARE LIKELY TO VARY DEPENDING ON THESE CIRCUMSTANCES.
LINKS TO OTHER SITES AND/OR MATERIALS.
As part of the Services or the Platform, the Company may provide you with links to third party website(s) (“Third Party Sites“) as well as content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content“). These links are provided as a courtesy and convenience to Users. The Company has no control over Third Party Sites and Third Party Applications, Software or Content or the promotions, materials, information, goods, or services available on these Third Party Sites or Third Party Applications, Software or Content. Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by the Company, and the Company is not responsible for and disclaims any liability for any Third Party Sites accessed through the Services, Website or Platform, or for any Third Party Applications, Software or Content posted on, available through or installed from same, including the content, accuracy, appropriateness, or reliability of the privacy practices or other policies of such Third Party Sites or Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Applications, Software or Content does not imply approval or endorsement thereof by the Company. If you leave the Website and access the Third Party Sites or use or install any Third Party Applications, Software or Content to the Platform, you do so at your own risk and you should be aware that our terms and policies, including these Terms of Use, no longer govern your interactions with such Third Party Sites and/or Third Party Applications, Software or Content. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Website or relating to any applications you use or install from the Website.
ONLINE CONTENT DISCLAIMER.
Opinions, advice, statements, offers, or other information or content made available through the Platform, but not directly by the Company (e.g., Third Party Sites, Third Party Applications, Software or Content, other Users’ User Content), are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. The Company does not guarantee the accuracy, completeness, or usefulness of any information on the Platform and neither does the Company adopt nor endorse, nor is the Company responsible for the accuracy or reliability of any opinion, advice, or statement made by parties other than the Company. The Company takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Platform. Under no circumstances will the Company be responsible for any loss or damage resulting from anyone’s reliance on information or other content posted on the Platform, or transmitted to Users, by a person other than the Company.
Though the Company strives to enforce these Terms of Use, you may be exposed to User Content that is inaccurate or objectionable. The Company reserves the right, but has no obligation, to monitor the materials posted in the public areas of the Platform, or to terminate a User’s Account, limit or deny a User’s access to the Platform or take other appropriate action if a User violates these Terms of Use or for any other reason in the sole discretion of the Company.
5. BILLING AND PAID SERVICES
Clocr offers paid services as well as add-on services that can be accessed by payment (the “Paid Services”). The Company accepts credit card payments for use of the Paid Services through our third-party payment processor (the “Payment Processors”). Credit card payments are subject to the terms, conditions, and privacy policies of the Payment Processors in addition to our Terms of Use. You agree that the Company shall not be responsible for any errors of the Payment Processors. By choosing to use the Paid Services, you agree to pay us, through the Payment Processors, the then-current cost of such Paid Services plus applicable taxes, and you authorize us to have your credit card charged by the Payment Processors. The terms of your payment may be determined by agreements between you and your credit card company.
Prices for the Paid Services are subject to change. Certain Paid Services may be subject to recurring billing; for such Paid Services you agree to be automatically billed on each billing date after your initial payment unless and until you cancel your use of and access to such Paid Services. All the fees and charges collected are nonrefundable. Clocr may change fees or add new charges or fees periodically; in such scenarios we will notify you regarding all such changes via your Account and/or your email account. It is your responsibility to keep your contact and payment information current. If any fee is not paid in a timely manner, or the Company, through the Payment Processors, is unable to process your transaction using the credit card information you provided for payment, we reserve the right to suspend or terminate your access to the Paid Services.
The Company is not liable for any overdraft, late, or interest fees associated with the payment and/or credit card information you provide to the Company. Upon your credit card’s expiration date, we may attempt to contact you to update your payment information. You agree to promptly notify us and your credit card company if your credit card is cancelled (e.g., for loss or theft) or if you become aware of potential breach of security. Changes to your payment information must be made before the end of a billing period to be effective during the following billing period.
Any billing questions should be directed to the Clocr support center at support@clocr.com.
6. CANCELLATION AND TERMINATION OF YOUR ACCOUNT
You may terminate your Account by notifying the Company at support@clocr.com. If you elect to terminate your Account, we will use reasonable efforts to promptly terminate access to your Account and to destroy all copies of your User Content once the account termination verification process has occured. If you instruct Clocr to delete any specific item of your User Content, we will use reasonable efforts to delete the specified item(s). You acknowledge that these steps may result in the loss of data or files within your Account and these files or data may not be recovered or retrievable. You acknowledge that Clocr has no responsibility to keep User Content for any period of time after you terminate your Account in accordance with terms hereof.
The Company reserves the right to terminate your Account and/or your access to the Platform for any or no reason, with or without notice. If the Company terminates your Account, we reserve the right to permanently destroy your User Content. We may suspend or terminate your access at any time if you violate any provisions herein or for any other reason, in our sole discretion, without prior notice to you.
7. COOKIES
When you access Clocr from a computer or other device, we may collect certain information from that device about your browser type, location and Internet protocol address through cookies or similar technologies.
Cookies are small amounts of data that a website sends to a web browser or application on a visitor’s computer or other device. We use cookies to support the operation of the Platform and other Clocr applications. For example, our session cookies may be used for authentication purposes, which are necessary to provide you with the Services available through our Website and to use certain features such as access to secure areas in the Platform. We do not link the information we store in cookies to any personal information you submit while on our site or other Clocr applications. If you reject cookies, you will not be able to access our Website or other Clocr applications.
Our third party service providers also use cookies to collect information that is analyzed in aggregate form to help us understand how our website is being used. Our third party service providers may also employ clear gifs, images, and scripts that help them better manage content on our site. These third party cookies or similar technologies may be able to recognize your computer or device both when you visit our website or another website serviced by that third party. The use of cookies by our third party service providers is covered by the Company’s Privacy Policy.
Clocr may also use other tools, such as Google Analytics or other platforms, to help us analyze how you and other visitors use our Website and to improve its functionality. Clocr does not provide any personal information about you to such tools and any information collected by such tools is done anonymously without identifying an individual User. We do not associate information collected by analytics tools with information you may have provided to us.
8. DEATH
Upon a User’s death, the Platform shall remain accessible through proper channels, for a reasonable period of time to the User’s designee or beneficiary that the User has selected in the User’s Account, and if no selection has been made or if the selected designee or beneficiary has predeceased the User or disclaims being a beneficiary or designee of the User Content, then as otherwise provided in these Terms of Use. Provided, however, under no circumstances may any designee, beneficiary, or legal representative of the User’s estate use the User’s login and password information to access the User’s Account. The Company shall not be required to store or make available or accessible any information or data in the Platform for a User after such time that the User Content has been disclosed to a Recipient (as below defined), unless otherwise required or mandated by state or federal law, or by court order, or as designated by the User. The Company may charge fees or costs, as determined by the Company, before releasing any User Content information to a Recipient in order to offset the administrative costs incurred by the Company in connection with the access, storage, or transfer of any User Content by the Company to a Recipient. All inquiries regarding a deceased User’s Account shall be sent to support@clocr.com.
DEFAULT DIRECTIVE.
If, at the time of the User’s death or incapacity, the User has not authorized a designee or beneficiary to receive the User Content, nor finalized a directive over some or all of the User Content, nor selected their own default directive for the User’s Accounts or for any User Content, any access requests to the User Content, except where otherwise required by law, will be governed under the default hierarchy access rules of the Revised Uniform Fiduciary Access to Digital Assets Act (“RUFADAA”) of the User’s state of residence in existence at the time of the User’s death or incapacity. Provided, however, if the User resides in a state or jurisdiction which has not adopted a version of RUFADAA, then the provisions of the User’s Last Will and Testament (the “Will”) that has been submitted and accepted for probate or other legal writing shall control. In the event the User’s Will is silent on access to the User’s Account or if the User has no Will or other legal writing, the provisions of this Terms of Service shall control and the Company may disclose the User Content to the legal representative of the deceased User’s estate, if the User is deceased, or may disclose the User Content to the User’s agent designated under a power of attorney or to a court appointed guardian for the User if the User is incapacitated, or as otherwise required by law. However, in the event there are any claims, disputes, or disagreements as to what individual or fiduciary has the right to receive the User Content, the Company shall not release any information in connection with the User Account or the User Content until directed to do so through a court order from the jurisdiction where the User resides, if the User is still living, or from the jurisdiction where the deceased User’s estate is being administered, if the User is deceased. The Company shall also be indemnified and released from any claims, disputes, or damages, as a result of the disclosure of the User Account and the User Content to any court ordered designee or Recipient (as below defined) and may, in the Company’s sole discretion, require additional documents or agreements signed in this regard prior to disclosing the User Content.
ESTATE CONTACTS.
Except as otherwise provided herein, or as designated by the User through the Platform, at the time of the User’s death, the designee, beneficiary, assignee, court ordered designee, or legal representative of the User or legal representative of the User’s estate (the “Recipient”) must provide the Company with at least two methods for communication, including an email address (required) and/or telephone number or fax number in order for the Company to begin to process any requests in connection with transferring any of the User Content to the Recipient, and the Recipient must also create a separate Clocr account to receive any of the User Content as directed by the User or as otherwise provided herein.
NO GUARANTEE OF PERSONAL ACCOUNT ACCESS AFTER USER’S DEATH.
The Company will not take any action that would breach or encourage the breach of any agreement or other terms of service between the User and the institutions with which the User has individual accounts or would result in the violation of any state or federal laws. The Company may make requests or provide notices on behalf of the User in accordance with the directives set forth and authorized by the User through the Platform, and if no such directive is provided by the User, then the Company shall proceed in accordance with the above stated Default Directive.
VERIFICATION DOCUMENTS.
Subject to the other provisions of these Terms of Use, upon a User’s death, in order to process any directives selected by the User or to otherwise access the User Content, the Company must receive the following: Certificate of Death for the User, photocopy of the User’s government ID, and photocopy of the government ID for any individual or fiduciary attempting to access the User Content. The Company may also request the following information: Letters Testamentary or Letters of Administration granted to the personal representative of the deceased User’s estate, a copy of the certified Will of the User or certified copy of another legal writing of the User, and a Letter of Authorization from the legal representative of the User’s estate to any attorney or other third party communicating with the Company on behalf of such fiduciary.
In the case of a User’s incapacity, in order to process any directives selected by the User or to otherwise access the User Content, the Company must receive the following: a certified copy of a power of attorney for the User or a copy of any court appointed guardian for the user, a photocopy of the User’s government ID, and a photocopy of the government ID for the agent or guardian of the User. The Company may also request any other documents or additional information available to a service provider, to process any User Content access requests, as provided under the version of RUFADAA enacted by the State of Texas and in effect at the time of such requests.
THIRD-PARTY FEES.
The User and/or any Recipient of the User Content is solely responsible for all third-party costs, including but not limited to, document fees, government fees, site fees, and any other costs incurred in performing the Company’s Services as ordered by the User or directed by a Recipient. In the event that the Company, in its discretion, advances any third party costs on behalf of the User or a Recipient, such costs must be fully reimbursed to the Company within thirty (30) days of the User or the Recipient receiving an invoice from the Company. Upon request, the User or Recipient is entitled to itemized receipts for all third-party expenses.
9. DISCLAIMERS OF WARRANTY
YOU EXPRESSLY AGREE THAT YOUR USE OF THE PLATFORM AND RELIANCE ON ANY CONTENT ON THE PLATFORM OR USE OF THE ACCOUNT IS AT YOUR SOLE RISK. THE PLATFORM, WEBSITE, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, NON-INFRINGEMENT, QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS. WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. THE COMPANY MAKES NO WARRANTY THAT (I) THE WEBSITE AND SERVICES WILL MEET YOUR REQUIREMENTS, (II) ACCESS TO THE PLATFORM AND THE USER CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR ACCESSIBLE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED, STORED, OR OBTAINED OR UPLOADED BY YOU TO OR THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS. ANY FILES, INFORMATION, CONTENT OR OTHER MATERIAL DOWNLOADED TO THE PLATFORM BY YOU OR UPLOADED TO THE PLATFORM BY YOU OR OTHERWISE OBTAINED FROM THE PLATFORM OR FROM ANOTHER USER OF THE PLATFORM OR FROM ANOTHER THIRD PARTY IS DONE IN YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSSES, DAMAGE OR CLAIMS RESULTING FROM SUCH DOWNLOADS OR UPLOADS, INCLUDING LOSSES OR DAMAGE TO YOUR COMPUTER SYSTEM OR EQUIPMENT OR LOSS OF ANY OF YOUR DATA AND INFORMATION.
THE COMPANY MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY THIRD PARTY SITES OR THIRD PARTY APPLICATIONS, SOFTWARE OR CONTENT, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL DAMAGES, OR COVER DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIRD PARTY SITES OR THIRD PARTY APPLICATIONS, SOFTWARE OR CONTENT OR ANY AMOUNT IN EXCESS OF THE AMOUNT PAID BY YOU FOR USE OF THE PLATFORM THAT GIVES RISE TO ANY CLAIM.
10. LIMITATION OF DAMAGES; RELEASE
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR THE COMPANY PARTIES, BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, USE, OR DATA, OR FOR ANY INCIDENTAL, DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, HOWEVER ARISING, THAT RESULT FROM OR ARE IN ANY WAY RELATED TO (A) THE USE OR ACCESS OF THE PLATFORM OR USER CONTENT POSTED BY YOU OR OTHER USERS; (B) THE USE, DISCLOSURE, OR DISPLAY OF YOUR USER CONTENT; (C) YOUR USE OR INABILITY TO USE OR ACCESS THE PLATFORM; (D) THE PLATFORM GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE PLATFORM AVAILABLE; OR (E) ANY OTHER INTERACTIONS WITH THE COMPANY OR ANY OTHER USER OF THE SERVICE, INCLUDING IN EACH CASE, WITHOUT LIMITATION, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM THE COMPANY, OR FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO THE COMPANY’S RECORDS, OR SYSTEMS. THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING ALL CLAIMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), STRICT PRODUCT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT THE COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, REGARDLESS OF WHETHER SUCH DAMAGES ARE FORESEEABLE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE COMPANY ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS OF USE, THE ACCESS TO AND USE OF THE PLATFORM EXCEED THE AMOUNT YOU PAID TO THE COMPANY IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY OR, IF YOU HAVE NOT PAID, $100.
If you have a dispute with one or more users or a merchant of a product or service in connection with the Platform, including Third Party Sites or Third Party Applications, Software or Content, you release the Company and the Company Parties from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such third party disputes.
11. INDEMNITY
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless the Company and the Company Parties, from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property, data, or information, or financial or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Platform, (b) User Content posted to or transmitted or deleted through the Services in any manner, (c) your violation of these Terms of Use, (d) your violation of the rights of another, and/or (e) your violation of any applicable law or regulation. You agree to promptly notify the Company of any Claims and cooperate with the Company and the Company Parties in defending such Claims. You further agree that the Company and/or the Company Parties shall have control of the defense or settlement of any Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement, if any, between you and the Company.
12. DISPUTE RESOLUTION AND BINDING ARBITRATION
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THE COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
BINDING ARBITRATION.
Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) arising out of or related to Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, or involves a matter for which certain waivers of rights are not available under the law, you and the Company agree (a) to waive your and the Company’s respective rights to have any and all Disputes arising from or related to these Terms of Use, or the Platform, resolved in a court, and (b) to waive your and the Company’s respective rights to a jury trial. Instead, you and the Company agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court). YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS OF USE, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS OR COLLECTIVE ACTION. YOU FURTHER UNDERSTAND THAT THESE DISPUTE RESOLUTION TERMS WILL APPLY TO YOU AND THE COMPANY UNLESS YOU CHOOSE TO OPT OUT PURSUANT TO THE PROVISIONS SET FORTH UNDER THE HEADING “OPT-OUT RIGHT” BELOW. Whether to agree to arbitration is an important business decision. It is your decision to make, and you should not rely solely on the information provided in these Terms of Use as it is not intended to contain a complete explanation of the consequences of arbitration. You should take further steps to conduct research and to consult with others, including, but not limited to, an attorney, regarding the consequences of your decision, just as you would when making any other important business or life decision.
This agreement to arbitrate Disputes includes, without limitation, all claims arising out of or in any way related to these Terms of Use, the Company’s Privacy Policy, or your use of the Platform, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms of Use.
NO CLASS ARBITRATIONS, CLASS ACTIONS OR REPRESENTATIVE ACTIONS.
You and the Company agree that any Dispute arising out of or related to these Terms of Use or the Platform is personal to you and the Company and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and the Company agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and the Company agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
FEDERAL ARBITRATION ACT.
You and the Company agree that these Terms of Use affect interstate commerce and that the enforceability of this Section 12 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
NOTICE; INFORMAL DISPUTE RESOLUTION.
You and the Company agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to the Company shall be sent by certified mail or courier to the last known and registered address for the Company. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your Account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with Section 15 and will include (a) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that we are seeking. If you and the Company cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or the Company may, as appropriate and in accordance with this Section 12, may commence an arbitration proceeding or, to the extent specifically provided for in this section, file a claim in court.
PROCESS.
You and the Company agree that any Dispute must be commenced or filed by you or the Company within one (1) year of the date the Dispute arose, otherwise the underlying claim is permanently barred (which means that you and the Company will no longer have the right to assert such claim regarding the Dispute). You and The Company agree that (a) any arbitration will occur in the State of Texas, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms of Use, and will be administered by the AAA, and (c) that the state or federal courts of the State of Texas and the United States, respectively, sitting in the State of Texas, County of Travis, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award and have exclusive jurisdiction to decide any other claims as permitted herein.
AUTHORITY OF ARBITRATOR.
As limited by the FAA, these Terms of Use and the applicable AAA Rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court, except as to the amount of certain damages as limited and set forth herein and further provided that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms of Use. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
RULES OF AAA.
The AAA Rules and filing forms are available online at https://www.adr.org/, or by calling the AAA at 1-800-778-7879. By agreeing to be bound by these Terms of Use, you either (a) acknowledge and agree that you have read and understand the AAA Rules, or (b) waive your opportunity to read the AAA Rules and any claim that the AAA Rules are unfair or should not apply for any reason.
SEVERABILITY.
If any term, clause or provision of this Section 12 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 12 will remain valid and enforceable. Further, the waivers set forth under the heading “No Class Arbitrations, Class Actions or Representative Actions” are severable from the other provisions of these Terms of Use and will remain valid and enforceable, except as prohibited by applicable law.
OPT-OUT RIGHT.
You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 12 by writing to: disputes@clocr.com. In order to be effective, the opt out notice must include your full name, username, and email address associated with your Account and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 13.
13. GOVERNING LAW AND VENUE
These Terms of Use and your use of the Site are governed by the laws of the State of Texas, without regard to conflict of law provisions. Any Dispute between the parties that is not subject to arbitration, shall be resolved in the state or federal courts of the State of Texas and the United States, respectively, sitting in the State of Texas, County of Travis, and you hereby irrevocably submit to personal jurisdiction and venue in such courts, and waive any defense of inconvenient forum.
You agree that any cause of action related to or arising out of your relationship with the Company must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred by you, your estate, heirs, representatives, and assigns.
14. MODIFICATION OF TERMS OF USE
The Company reserves the right to amend these Terms of Use at any time and will update these Terms of Use in the event of any such amendments to the Platform and shall also send notice of such changes to you via electronic mail to the last known email address designated by you. The Company shall also notify you of upcoming changes by posting a conspicuous notice to the homepage of the Website and by sending notice through your Account. For this reason, it is imperative that you keep your email address and Account information current. If you continue to use the Platform following the effectiveness of such amendments, you consent to such amendments and agree to abide by them in connection with your use of the Platform following the effective date of such amendments. Any waiver of these Terms of Use by the Company shall not be valid or effective except in a written notice executed and transmitted by an authorized officer of the Company. No purported waiver or modification of these Terms of Use made by telephonic, electronic chat, or email communications shall be binding upon the Company.
15. GENERAL TERMS
If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in the manner permitting the maximum enforceability consistent with applicable law. The remaining portions of these Terms of Use will remain in full force and effect. Any failure on the part of the Company to enforce any provision of these Terms of Use will not be considered a waiver of our right to enforce such provision. Our rights under these Terms of Use will survive any termination of these Terms of Use.
You (a) consent to receive communications from the Company in an electronic form via the email address you have submitted and/or your Account; and (b) agree that all Terms of Use, agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.
We may use your email address to send you other messages, including information about the Company, the Platform, and special offers or new offerings. You may opt out of such emails by changing your Account settings or sending an email to support@clocr.com. Opting out may prevent you from receiving messages regarding the Company or special offers or new offerings. Opting out will not affect our ability or your ability to send you notices required by these Terms of Use or other legally required notices.
Communications made through the Platform’s email, messaging or chat systems will not constitute legal notice to the Company or any Company Party in any situation where notice to the Company is required by contract, these Terms of Use, or any law or regulation. Notice to the Company, including pursuant to Section 12, shall be sent by certified mail or courier to the last known and registered address of the Company.
The Company may assign or delegate these Terms of Use and/or the Company’s Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under these Terms of Use or the Privacy Policy without the Company’s express prior written consent, and any unauthorized assignment and delegation by you is void.
YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND THE TERMS OF USE, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS OF USE TOGETHER WITH THE PRIVACY POLICY AT https://clocr.com/privacy-policy, REPRESENT THE COMPLETE AND EXCLUSIVE AGREEMENT BETWEEN YOU AND THE COMPANY AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THESE TERMS OF USE. YOU FURTHER ACKNOWLEDGE THAT THE COMPANY IS NOT A LAW FIRM AND IS NOT PROVIDING LEGAL OR TAX ADVICE TO YOU. YOU FURTHER ACKNOWLEDGE THAT YOUR USE OF THE PLATFORM AND THE SERVICES COULD IMPACT YOUR ESTATE PLAN OR COULD HAVE OTHER TAX OR LEGAL IMPLICATIONS AND IS NOT A SUBSTITUTION FOR LEGAL ADVICE, OF WHICH THE COMPANY IS NOT AND WILL NOT OFFER ANY LEGAL OR TAX ADVICE OR GUIDANCE, AND YOU FURTHER ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED TO SPEAK WITH BOTH AN ATTORNEY SPECIALIZING IN ESTATES AND TRUSTS LAW AND AN ACCOUNTANT OR AS OTHERWISE APPLICABLE TO ADDRESS ANY QUESTIONS AS TO HOW YOUR USE OF THE PLATFORM AND OR THE SERVICES COULD IMPACT YOUR ESTATE, FINANCIAL, OR TAX PLAN. BY USING THE SERVICES, ACCOUNT AND PLATFORM, YOU HEREBY CONSENT TO THE PROVISIONS OF THESE TERMS OF USE, AND ANY AMENDMENTS THERETO, AS FURTHER SET FORTH IN THESE TERMS OF USE.
