Effective date September 1, 2021
Welcome to Clocr, INC. (the “Company
”, or “Clocr
”, the “Client
”, or the “User
”) view or use the services located at https://www.clocr.com
or any subdomains hosted at clocr.com (collectively, the “Website
”) 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
2. REGISTRATION; RULES FOR USER CONDUCT AND USE OF THE PLATFORM
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 email@example.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 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.
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.
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
NOT PROVIDING LEGAL ADVICE
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
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.
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”
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 firstname.lastname@example.org
6. CANCELLATION AND TERMINATION OF YOUR ACCOUNT
You may terminate your Account by notifying the Company at email@example.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.
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.
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.
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.
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.
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.
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.
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.
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
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.
Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes
NO CLASS ARBITRATIONS, CLASS ACTIONS OR REPRESENTATIVE ACTIONS.
FEDERAL ARBITRATION ACT.
”), 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.
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
AUTHORITY OF ARBITRATOR.
RULES OF AAA.
The AAA Rules and filing forms are available online at https://www.adr.org/
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: firstname.lastname@example.org
. 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
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.
15. GENERAL TERMS
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 email@example.com