Terms & Conditions

CLOCKWORK TECHNOLOGIES INC.
SUBSCRIPTION AGREEMENT AND TERMS AND CONDITIONS
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This Subscription Agreement (the “Agreement”) is entered into by and between Clockwork Technologies Inc. (“Clockwork” or “we”), and the “Client” (or “you”) in connection with accessing the Clockwork System.

1. Access to the Clockwork System:  Clockwork will provide the Client the necessary access credentials (“Client Access Credentials”) to allow all “Authorized Users” to access the Clockwork System. Only one person may access the Clockwork System using the Client Access Credentials at one time, and Client remains responsible for the use of the System and any “Clockwork Content” obtained by anyone accessing the System using the Client Access Credentials. Client shall not permit any third parties to access the System using the Client Access Credentials. Clockwork also asks that you notify us immediately if you suspect that someone is using your user name and/or password in any inappropriate manner.

2. Privacy and Security: Clockwork is committed to maintaining the privacy of your “Personally Identifiable Information” and “Confidential Information”, as set forth in Clockwork’s privacy policy, which is incorporated into this Agreement by reference.

3. Confidentiality

     3-a. Protections: Each party will: (a) protect the other party's Confidential Information to which it has been granted access with the same standard of care it uses to protect its own Confidential Information and in no event less than reasonable care; and (b) not disclose the Confidential Information, except to affiliates, employees, contractors and agents who need to know it and who have agreed in writing to keep it confidential in a manner compliant with this section. Each party (and any affiliates, employees, contractors and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill obligations under this Agreement and as otherwise permitted by this Agreement including for Clockwork to maintain, support and improve the System, in each case while using reasonable care to protect it. Each party is responsible for any actions of its affiliates, employees and agents in violation of this section.

     3-b. Exceptions: Confidential Information does not include information that: (a) the recipient of the Confidential Information already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party without an obligation to maintain the information as confidential.

     3-c. Required Disclosure: Each party may disclose the other party's Confidential Information when it is required to be disclosed by law, provided that the disclosing party is promptly notified by the recipient, to the extent permitted by law, in order to provide the disclosing party an opportunity to seek a protective order or other relief.

4. License Grant & Restrictions

     4-a. Clockwork’s Grant of Rights to Client: Subject to the terms and conditions of this Agreement and payment of the applicable fees, Clockwork hereby grants to Client and its Authorized Users, under Clockwork’s intellectual property rights, a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license for Authorized Users of Client to access and use the System for internal business purposes during the Subscription Term.

     4-b. Client’s Grant of Rights to Clockwork: By running “Queries” and uploading or otherwise inputting Submitted Content into the System, Client grants to Clockwork a non-exclusive, royalty-free worldwide right and license, under Client’s intellectual property rights, to use, copy, reformat, index, aggregate, modify, and display Client’s Submitted Content, for purposes of providing the System to Client and for other internal business purposes including to support, maintain and improve the System and the technology used in the System.

     4-c. Trademark Grant From Client: During the Term, Client hereby grants to Clockwork the non-exclusive, non-transferable, royalty-free right and license to use and display the Client trademarks and logos as provided by Client to Clockwork in order to provide reports or other documents generated by Client using the System, and any emails sent by Client via the System, in each case branded with such Client trademarks. Such Client trademarks are and shall remain the property of Client and no rights to Client trademarks are granted to Clockwork other than those expressly provided herein. Clockwork agrees to use and display the Client trademarks only in accordance with Client’s specifications and approvals without any modifications, additions or deletions. To preserve the quality, integrity, and goodwill associated with the Client trademarks, Clockwork agrees to cease use of the Client trademarks promptly upon Client’s request, for whatever reason; provided, however, that Client shall allow a lead-time for such cessation in use that is reasonable in relation to the cause for Client’s request.

     4-d. Clockwork Intellectual Property: Ownership; Reservation of Rights: Client acknowledges that the System and Clockwork Content and all intellectual property rights embodied in the foregoing are and will remain the property of Clockwork and its licensors. Client will have no right, title or interest in or to the System or Clockwork Content, except those rights expressly granted to Client by Clockwork pursuant to this Agreement. There shall be no licenses or rights implied under this Agreement, based on any course of conduct, or other construction or interpretation thereof. All rights and licenses not expressly granted are reserved by Clockwork.

     4-e. Restrictions: CLIENT AGREES NOT TO ACT OUTSIDE THE SCOPE OF THE RIGHTS THAT ARE EXPRESSLY GRANTED BY CLOCKWORK IN THIS AGREEMENT. FURTHER, CLIENT WILL NOT (i) USE THE SYSTEM IN ANY MANNER THAT IS INCONSISTENT WITH THIS AGREEMENT; (ii) EXCEPT AS EXPRESSLY PERMITTED UNDER AN API LICENSE (IF ANY) GRANTED BY CLOCKWORK TO CLIENT, MODIFY ANY PROGRAM CODE OF THE SYSTEM OR ATTEMPT TO CREATE OR PERMIT THE CREATION OF ANY DERIVATIVE WORKS OF THE SYSTEM; (ii) ACCESS OR USE THE SYSTEM OR CLOCKWORK CONTENT OR ANY SERVICES PROVIDED BY CLOCKWORK IN ORDER TO DEVELOP OR SUPPORT, OR ASSIST ANOTHER PARTY IN DEVELOPING OR SUPPORTING, ANY PRODUCTS OR SERVICES COMPETITIVE WITH THE SYSTEM; (iv) DECOMPILE, REVERSE ENGINEER (UNLESS REQUIRED BY LAW FOR INTEROPERABILITY), OR USE ANY OTHER METHOD IN AN ATTEMPT TO VIEW OR RECREATE ANY OF THE SOURCE CODE OF THE SYSTEM SOFTWARE OR EXTRACT ANY TRADE SECRETS FROM IT; (v) USE THE SYSTEM TO OPERATE THE BUSINESS OF A THIRD PARTY OR TO PROCESS DATA OR CONTENT PROVIDED BY A THIRD PARTY FOR THE OPERATION OF A THIRD PARTY’S BUSINESS, OR OTHERWISE USE THE SYSTEM ON A THIRD PARTY’S BEHALF, OR TO ACT AS A SERVICE BUREAU OR PROVIDER OF APPLICATION SERVICES TO ANY THIRD PARTY; (vi) KNOWINGLY OR INTENTIONALLY RE-USE, DISSEMINATE, COPY, OR OTHERWISE USE THE SYSTEM OR ASSOCIATED CONTENT IN A WAY THAT INFRINGES, MISAPPROPRIATES, OR VIOLATES ANY TRADEMARK, COPYRIGHT, PATENT, TRADE SECRET, PUBLICITY, PRIVACY OR OTHER RIGHT OF CLOCKWORK OR ANY THIRD PARTY; OR (vii) SELL, LEND, LEASE, ASSIGN, TRANSFER, PLEDGE, PERMIT A LIEN UPON, OR SUBLICENSE ANY OF THE RIGHTS GRANTED BY THIS AGREEMENT WITH RESPECT TO THE SYSTEM.

     4-f. No Interference: Client and its Authorized Users will not take any action designed or intended to: (a) interfere with the proper working of the System; (b) circumvent, disable, or interfere with security-related features of the System or features that prevent or restrict use, access to, or copying the System or any Clockwork Content or other data, or that enforce limitations on use of the System or Clockwork Content; or (c) impose (or which may impose, in Clockwork’s sole discretion) an unreasonable or disproportionately large load on the System infrastructure.

     4-g. Publicity: Client hereby grants to Clockwork the right to use Client’s name, logo and/or other marks for the sole purpose of identifying Client as a user of the System. No compensation will be paid with respect to Clockwork’s use of Client’s name and/or trademarks under this grant.

     4-h. Free, Trial, Evaluation, Pre-Release and Beta Products: If the System or any feature of the System that Clockwork provides to Client on a trial, courtesy or evaluation basis or that is labeled as “Pre-Release,” “Limited Release,” “Beta” or otherwise described as experimental, untested, or not fully functional (“Free Software”), then this section of the Agreement shall also apply. To the extent that any provision in this section is in conflict with any other term or condition in this Agreement, this section shall supersede such other term(s) and condition(s) with respect to such Free Software, but only to the extent necessary to resolve the conflict. All Free Software is provided as-is, without any warranty, indemnity, maintenance or support, express or implied, subject to any statutory rights that cannot be excluded or limited by law. Client acknowledges that Free Software may contain bugs, errors and other problems that could cause system or other failures and data loss. Client acknowledges that Clockwork has not promised or guaranteed to Client that Free Software will be announced or made available to anyone in the future, that Clockwork has no express or implied obligation to Client to announce or introduce Free Software, and that Clockwork is not obligated to introduce a product similar to or compatible with Free Software or any updates to any Free Software. Accordingly, Client acknowledges that any use of the Free Software is entirely at Client’s own risk.

5. Compliance with Laws: Clockwork shall operate the System in compliance with applicable laws. Client shall only use the System in compliance with all laws as may be applicable to the Client Data, Clockwork Content and Client’s use of the System.

6. Payment Terms: During the Term of this Agreement, Client shall pay to Clockwork the applicable subscription fee (the “Subscription Fee”), as previously disclosed to client. This fee is non-refundable and is exclusive of all federal, state and local and foreign taxes, levies assessments and withholdings. Client shall bear and be responsible for all such taxes, levies and assessments arising out of this Agreement, excluding only any tax based on Clockwork's net income.

7. Service Levels and Support

     7-a. Technical Support: Clockwork will use commercially reasonable efforts to maintain availability of the Clockwork System during business hours. If you experience issues, please contact us as provided in Section 16 (“Contact Us”) and we will use commercially reasonable efforts to (i) respond to your request for support, and (ii) provide a resolution. By providing comments and feedback, you grant us the right to use your comments and feedback for the purposes of improving Clockwork and the System.

     7-b. Updates: Client will be given access to Updates of the System that Provider implements during the “Subscription Term”. Client acknowledges, however, that Clockwork may in the future offer optional value-added functions, features, or other capabilities for a separate fee. Any Updates or end-user technical support provided for Free Software that may be provided are provided at Clockwork’s sole discretion and may be discontinued at any time.

     7-c. Scheduled Maintenance: Clockwork reserves the right to take down applicable servers hosting the System to conduct scheduled and emergency maintenance. Clockwork will use commercially reasonable efforts to perform scheduled maintenance outside regular business hours that could materially interrupt System availability. Clockwork will not be responsible for any damages or costs incurred by Client due to unavailability of the System during scheduled or emergency maintenance or for other reasons beyond Clockwork’s reasonable control.

     7-d. Professional Services: If Clockwork has agreed to perform professional services for Client related to the System or otherwise, the parties shall prepare and sign a separate written agreement regarding such professional services to be performed. Client’s obligation to pay the Subscription Fees is not dependent on Clockwork’s performance of any professional services.

8. Monitoring: Revocation or Suspension of Use Privileges: Subject to Section 3 (Confidentiality), we reserve the right at any time to (i) monitor your use of the System, and (ii) terminate or suspend your use of some or all of the System if you engage in activities that we conclude, in our discretion, otherwise violate applicable law.

9. Term and Termination

     9-a. Term: The “Term” of the Agreement shall continue for the duration of your paid subscription unless Client’s account is terminated earlier by either party as provided herein. Thereafter, if a Client subscribed for a monthly subscription, the Term will automatically renew every month on the anniversary of end of the initial term (unless terminated with advanced notice), and if a client subscribed for an annual subscription, the Term will automatically renew annually on the anniversary of the end of the initial term (unless terminated on thirty (30) days’ notice. Any initial pricing and/or payment terms shall only be applicable to the initial term. For any Free Software, this Agreement is effective for as long as Clockwork makes the Software available to Client. Clockwork may choose to provide the Free Software to the Client during or after Client’s paid subscription and any use is subject to the terms of this Agreement for as long as the Free Software is in use.

     9-b. Termination: Either of the parties may terminate this agreement for cause in the event that either of the parties is in material breach of any obligation under this Agreement. The non-breaching party may terminate this Agreement for cause upon written notice after first: (i) providing the other party with written notice of the breach (a “Notice of Breach”) and (ii) providing thereafter a thirty (30) day opportunity to cure beginning on the date of receipt by the alleged breaching party of the Notice of Breach. Upon termination of this Agreement, Client shall promptly pay all amounts due and promptly discontinue any and all use of Clockwork. All terms and provisions under this Agreement that should by their nature survive the termination of this Agreement will so survive.

     9-c. Effect of Termination: If this Agreement is terminated by Client pursuant to Section 9(b), any prepaid fees for the unused portion of the terminated Subscription Term will be refunded to Client within sixty (60) days after the effective date of termination. In all other cases, all fees paid or payable for the terminated Subscription Term are non-cancellable and non-refundable, and any unpaid fees for the remainder of the terminated Subscription Term will become immediately due and payable. Effective immediately upon expiration or termination of this Agreement, (i) all rights granted under this Agreement will become void, (ii) Client shall cease all use of the System, and (iii) neither party will have continuing rights to use any Confidential Information of the other party or to exercise any Intellectual Property Rights of the other party that were licensed under this Agreement except as expressly set forth herein. However, subject to payment by Client of all fees owed hereunder, Client shall have thirty (30) days after any such expiration or termination to download or otherwise obtain an extract of any Client Data stored on the System at the time of expiration or termination.

10. Representations and Warranties: Each party represents and warrants that (i) it has the necessary and full right, power, authority and capacity to enter into this Agreement and to perform its obligations hereunder; (ii) it will comply with all laws and regulations applicable to its provision, or use, of the Clockwork System, as applicable; (iii) it owns or controls the rights granted or licensed to the other party herein; and (iv) that the execution and performance of its obligations under this Agreement will not violate any known rights of any third party, any contractual commitments, or any applicable federal or state law or regulation. Client represents and warrants that (i) it has not falsely identified itself nor provided any false information to gain access to the Clockwork System and that its billing information is correct, and (ii) the Submitted Content it submits to the System will not contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer-programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information.

11. Warranty Disclaimer: CLOCKWORK AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE CLOCKWORK SYSTEM OR ANY DATA ANALYTICS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, CLOCKWORK AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (a) THE USE OF THE  CLOCKWORK SYSTEM WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (b) THE CLOCKWORK SYSTEM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (c) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE CLOCKWORK SYSTEM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (d) ERRORS OR DEFECTS WILL BE CORRECTED, OR (e) THE SYSTEM OR THE SERVER(S) THAT MAKE THE  CLOCKWORK  SYSTEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE CLOCKWORK  SYSTEM IS PROVIDED TO YOU STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY S CLOCKWORK AND ITS LICENSORS.

12. Limitation of Liability: EXCEPT WITH RESPECT TO BREACHES OF SECTION 4 (LICENSE GRANT & RESTRICTIONS), IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENTS ALLEGEDLY GIVING RISE TO A CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES EXCEPT DIRECT DAMAGES, OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY RELATED TO THE CLOCKWORK SYSTEM INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE THE SYSTEM OR ANY CONTENT OBTAINED THROUGH THE SYSTEM, ANY INTERRUPTION IN ACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CLOCKWORK  SYSTEM, EVEN IF THE PARTY FROM WHICH DAMAGES ARE SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The Parties acknowledge and agree that the disclaimers, exclusions and limitations of liability set forth in Section 11 and 12 form an essential basis of this Agreement, and that, absent these disclaimers, exclusions and limitations of liability, the terms of this Agreement, including, the economic terms, would be substantially different.

13. Indemnification

     13-a. Indemnification of Client by Clockwork: Clockwork agrees to defend, indemnify, and hold harmless Client from and against all third-party claims and actions (collectively, “Claims” and individually, a “Claim”), that may, at any time, arise out of or relate to (i) a breach or alleged breach by Clockwork of any of its representations given in Section 10; (ii) a Claim that the System or any Clockwork Content (excluding, however, Submitted Content) provided by Clockwork hereunder or Client’s use of same in accordance with the terms hereof infringes any third party’s Intellectual Property Rights; or (iii) a Claim arising with respect to Clockwork’s posting or displaying Clockwork Content; and, in each case, associated Losses.

     13-b. Indemnification of Clockwork by Client: Except for any Claims in respect of which Clockwork is obligated to indemnify Client under Section 13(a), Client agrees to defend, indemnify and hold harmless Clockwork and its Affiliates from and against all Claims, that may, at any time, arise out of or relate to: (i) a breach or alleged breach by Client of any of its representations given in Section 10; (ii) use of the System or any Clockwork Content by or on behalf of Client other than in accordance with this Agreement; or (iii) the posting, display, distribution, broadcast or other use of Submitted Content by or on behalf of Client, including Claims that any such use infringes or otherwise violates the rights of any third party, including Intellectual Property Rights, privacy, publicity or other personal or proprietary rights, or that the Submitted Content posted, displayed, distributed, broadcast or otherwise published contains libelous, defamatory or otherwise injurious or unlawful material; and, in each case, associated Losses.

     13-c. Indemnification Procedures: If any third party makes a Claim covered by Section 13(a) or Section 13(b) against an indemnified party (the “Covered Party”) with respect to which the Covered Party intends to seek indemnification under this Agreement, the Covered Party shall give prompt written notice of the Claim to the indemnifying party, including a brief description of the amount and basis for the claim, if known. Upon receiving such notice, the indemnifying party shall be obligated to defend the Covered Party (and its indemnitees) against the Claim, and shall be entitled to assume control of the defense and settlement of the Claim. The Covered Party may participate in the defense and settlement of the Claim at its own expense, using its own counsel, but without any right of control. The indemnifying party shall keep the Covered Party reasonably apprised as to the status of the Claim. Neither the indemnifying party nor any Covered Party shall be liable for any settlement of a Claim made without its consent. Notwithstanding the foregoing, the Covered Party shall retain responsibility for all aspects of the Claim that are not subject to indemnification by the indemnifying party hereunder.

14. General

     14-a. Governing Law: The validity, construction, and interpretation of this Agreement and the rights and duties of the Parties shall be governed by the internal laws of the state of New York without regard to principles of conflicts of laws.

     14-b. Force Majeure: Notwithstanding any other provision of this Agreement, no party to the Agreement shall be deemed in default or breach of this Agreement or liable for any loss or damages or for any delay or failure in performance (except for the payment of money) due to any cause beyond the reasonable control of, and without fault or negligence by, such party or its officers, directors, employees, agents or contractors.

     14-c. Notice: All notices required or permitted under this Agreement will be sent by electronic-mail. Either party may change its notice address by giving written notice to the other party by the means specified in this Section.

     14-d. Assignment: Neither party may assign or delegate duties under this Agreement or portion without the other party’s written consent. However, Clockwork may assign the Agreement: (i) in the event of a merger in which Clockwork is not the surviving party; (ii) in the event of a sale of all or substantially all of its assets; or (iii) to any party with sufficient assets that controls, or is controlled by or is in common control with Clockwork. This Agreement will be binding upon any permitted successors and assignees.

     14-e. Severability: If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be contrary to law, then the parties agree to replace it with an enforceable provision reflecting the intent of the original provision as nearly as possible in accordance with applicable law, and the remaining provisions of this Agreement will remain in full force and effect.

     14-f. Waiver: The failure of either party at any time to require performance by the other party of any provision of this Agreement shall not affect in any way the full right to require the performance at any subsequent time. The waiver by either party of a breach of any provision of this Agreement shall not be taken or held to be a waiver of the provision itself. Any course of performance shall not be deemed to amend or limit any provision of this Agreement.

     14-g. Entire Agreement; Amendments: This Agreement constitutes the entire agreement between Clockwork and Client with respect to the subject matter hereof. There are no restrictions, promises, warranties, covenants, or undertakings other than those expressly set forth herein and therein. This Agreement supersedes all prior negotiations, agreements, and undertakings between the Parties with respect to such matter. This Agreement may be amended only by an instrument in writing executed by the Parties’ duly authorized representatives. 

     14-h. Counterparts; Signatures: This Agreement may be signed in counterparts with the same effect as if the signatures were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement. For purposes of this Agreement, an online, email, or facsimile copy of a party’s signature made by reliable means shall be sufficient to bind such party.

15. Contact Us: If you have any questions about this Agreement, or your dealings with Clockwork, please contact us at: support@clockwork.ai

16. Definitions: Capitalized terms have the meanings set out below. Other capitalized terms are defined in the context in which they are used:

     16-a. “API License”: License granted by Clockwork to Client through a separate written supplement to this Agreement in which Clockwork grants additional rights to Client to access the application protocols of the System for the purpose of integrating it with other Client applications or platforms.

     16-b. “Applicable Laws”: All legislation, statutes, regulations, ordinances, rules, judgments, orders, decrees, rulings, and other requirements enacted, promulgated, or imposed by any governmental authority or judicial or regulatory body (including any self-regulatory body) at any level (e.g., municipal, county, provincial, state or national) that are applicable to or enforceable against a party or its personnel in relation to their activities under or pursuant to this Agreement.

     16-c. “Authorized User(s)”: End users of Client who have completed Clockwork’s online registration process or who otherwise receive a user ID or other access credentials from Clockwork or Client authorizing them to access and use the System.

     16-d. “Client”: An individual or business who has registered with Clockwork to use the System. 

     16-e. “Client Data”: Any data owned by Client or an Authorized User that is submitted to the System for processing transmission, and/or storage.

     16-f. “Clockwork Content”: Information obtained through the System, including information, data, statistics, software, artwork, text, video, audio, pictures, content, trademarks, trade dress, and other intellectual property owned by Clockwork or its licensors and made available to you through the System. 

     16-g. “Confidential Information”: All non-public written or oral information, disclosed by either party to the other, related to the business or operations of either party or a third party that has been identified as confidential or that by the nature of the information or circumstances surrounding its disclosure ought reasonably to be understood as being confidential.

     16-h. “Intellectual Property Rights”: Legal rights held by the owner of a copyright, patent, trademark, or trade secret, including (i) the rights to copy, publicly perform, publicly display, distribute, adapt, translate, modify and create derivative works of copyrighted subject matter; (ii) the rights to exclude others from using, making, having made, selling, offering to sell, and importing patented subject matter and to practice patented methods, (iii) the rights to use and display any marks in association with businesses, products or services as an indication of ownership, origin, affiliation, or sponsorship; and (iv) the rights to apply for any of the foregoing rights, and all rights in those applications. Intellectual Property Rights also include any and all rights associated with particular information that are granted by law and that give the owner, independent of contract, exclusive authority to control use or disclosure of the information, including privacy rights and any rights in databases recognized by applicable law.

     16-i. “Losses”: In connection with a claim that is subject to defense and indemnification by a party under this Agreement, all reasonable attorneys’ fees, reasonable costs of investigation, discovery, litigation and settlement, and any resulting liabilities, damages, settlements, judgments and awards, including associated taxes, interest and penalties.

     16-j. “Personally Identifiable Information”: A natural person's name, address, telephone number, email address, financial account number, government-issued identifier, employer, or other data that directly identifies or that can be used to directly contact or precisely locate such natural person. 

     16-k. “Site Vendors”: Third party service providers contracted by Clockwork to perform functions on our behalf, such as hosting or maintaining the System, providing services related to the System, collecting information, responding to and sending electronic mail, or other functions necessary to our business. 

     16-l. “System” or “Clockwork System”: Clockwork’s proprietary web-based software-as-a-service platform, whether hosted or not hosted by Clockwork, and whether delivered on-premise or off-premise, including its technology components, such as Clockwork’s Web Site, applicable mobile applications, and related documentation, and any technical support services provided hereunder.

     16-m. “Submitted Content”: Any Content including Client Data and other information that a Client inputs in the field or fields that the System designates for “Client Work Product” (where available) or that is otherwise submitted to, posted or displayed on the System by Authorized Users.

     16-n. “Subscription Fees”: Non-recurring and recurring fees payable by Client to Clockwork for the license to the System described herein. Unless and except as otherwise expressly stated in this Agreement, the Subscription Fees are non-cancellable and non-refundable.

     16-o. “Update”: Any improvement, enhancement, modification and/or changes to the System offered or provided by Clockwork to its subscribers.