Clockwork End User License Agreement
This End User License Agreement (this "Agreement") is a legal agreement between Clockwork Systems, Inc., a Delaware corporation having its principal place of business at 3000 El Camino Real, Suite 2-100, Palo Alto CA 94306 ("Clockwork"), and you and/or the entity that you represent ("you" or "Customer") (each a "Party", collectively "Parties"). This Agreement governs Customer’s use of Clockwork’s GPU and CPU network acceleration software, high-precision network clock synchronization software and related services (the "Services"). Clockwork may offer the Services as a cloud-based service and/or as an on-premise service at specified Customer facilities. By accessing, installing or using the Services, (i) you acknowledge that you have read, understand, and agree to be bound by this Agreement, (ii) you represent and warrant that you have the authority to enter this Agreement and to bind Customer to the terms of this Agreement. If you do not agree to all terms and conditions of this Agreement, or if you do not have such authority, do not access, install or use the Services.
Each sales quotation, proposal, purchase order, or other ordering document entered by Customer and accepted by Clockwork that references this Agreement (an "Order") will form part of this Agreement, and will be subject to the terms and conditions contained herein. Without limiting the foregoing, this Agreement will supersede the terms of Customer’s form of purchase order, acknowledgement or other business forms notwithstanding Clockwork’s acceptance or acknowledgement of such forms. If Customer and Clockwork have entered a signed written Agreement that by its terms supplements or supersedes all or portions of this Agreement, to the extent that such agreement does not expressly supersede this Agreement, the terms hereof will govern Customer’s use of the Services.
1. SERVICES
1.1 Services.
During the Term, Customer may access and use the Services set forth in the applicable Order solely for Customer’s internal business operations. Clockwork may update the functionality, user interface, usability and other user documentation, training and educational information of, and relating to the Services from time to time in accordance with this Agreement.
1.2 Software.
The Services include any commercially-released software provided by Clockwork to Customer ("Software"). For clarity, the Software includes all updates, bug fixes, improvements, and customizations made available by Clockwork to Customer. Each instance of the Software requires a license key authorized and provided by Clockwork. Clockwork grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to copy, install and use the Software in object code form solely for Customer’s internal business operations.
1.3 Restrictions.
All licenses granted herein are subject to the terms and conditions of this Agreement, and the details, payment requirements and restrictions set forth on the applicable Order, including without limitation the territory, usage limits, and the authorized number of instances of the Software and/or license keys. Customer agrees that Customer will only use the Services, including the Software, in accordance with user manuals, service and technical documentation and related publications supplied by Clockwork. Customer’s use of the Services will not include service bureau use, outsourcing, leasing, renting, reselling, or time-sharing of the Services. Customer will not (and will not permit any third party to): (i) copy, modify, translate, or create derivative works of the Services; (ii) reverse engineer, disassemble or decompile the Services; (iii) access or use (or permit a third party to access or use) the Services for benchmarking or competitive purposes; (iv) remove, alter or obfuscate any copyright notices; (v) use the Services in any application or system that could endanger human life or public safety; (vi) circumvent or modify any security technologies included as part of the Services; or (vii) use the Services in a manner that is contrary to applicable law.
1.4 Professional Services.
The Services may include implementation, configuration, testing or related professional services set forth in the applicable Order ("Professional Services"). Any customizations of the Software or other work product resulting from the Professional Services are part of the Services, and all rights in and to the foregoing will be owned by Clockwork.
2. CUSTOMER RESPONSIBILITIES
2.1 Cooperation and Assistance.
Customer will provide Clockwork with good faith cooperation and assistance and make available such information and personnel as may be reasonably required by Clockwork.
2.2 Customer Data.
Customer warrants that it has all necessary rights and licenses required to provide Customer owned or controlled data that is uploaded, transmitted, or otherwise processed on Customer’s behalf in connection with the Services ("Customer Data") and that such processing does not violate any applicable laws.
2.3 End Users.
Customer will not permit access to or use of the Services by anyone other than Customer’s employees, contractors, and other individuals authorized by Customer.
2.4 Customer Network-related Obligations.
Customer acknowledges that it is responsible for procuring and maintaining the network connections that connect the Customer network to the Services.
3. FEES
3.1 Fees.
Customer will pay to Clockwork the fees set forth in the applicable Order. Fees are due in accordance with the payment schedule set forth in the Order.
3.2 Taxes.
Customer is responsible for paying all Taxes associated with the fees.
3.3 Interest.
All amounts not paid will accrue interest daily at a rate of 1.5% per month or the highest rate permissible by law.
4. OWNERSHIP AND LICENSES
4.1 Customer Materials.
Customer owns all rights, title, and interest in and to the Customer Data.
4.2 Clockwork Materials.
Clockwork owns all rights, title, and interest in and to the Services and Software.
4.3 Feedback License.
Customer grants Clockwork a royalty-free, worldwide, transferable license to use any Feedback provided by Customer.
5. CONFIDENTIALITY
5.1 Definition.
"Confidential Information" means information disclosed in written form clearly labeled as confidential.
5.2 Exclusions.
The obligations do not apply to information that becomes public through no fault of the receiving Party.
5.3 Use and Nondisclosure.
Both Parties will use efforts to protect Confidential Information, but will not disclose it to any party other than authorized employees.
6. WARRANTY AND SUPPORT
6.1 Limited Warranty.
Clockwork warrants that the Services will conform to functionality specified.
6.2 Disclaimers.
Clockwork disclaims all other warranties of any kind.
6.3 Support.
Clockwork will provide standard support for the Services in accordance with its policies.
7. INDEMNIFICATION
7.1 Indemnification by Clockwork.
Clockwork will indemnify Customer against claims of infringement.
7.2 Indemnification by Customer.
Customer agrees to indemnify Clockwork for claims arising from its use of the Services.
8. LIMITATION OF LIABILITY
8.1 Exclusion of Damages.
Neither Party will be liable for any special, incidental, or consequential damages.
8.2 Total Liability.
Total liability will not exceed the amounts paid by Customer in the previous twelve months.
9. TERM AND TERMINATION
9.1 Term.
The Agreement will remain in effect during the Term and may automatically renew unless notice is given.
9.2 Free Trial or Evaluation.
Clockwork may offer a free trial or evaluation of the Services.
9.3 Termination for Cause.
Either Party may terminate upon written notice if there is a material breach.
9.4 Effect of Termination.
Upon termination, Customer’s right to use the Services will immediately cease.
9.5 Survival.
Certain obligations will survive termination of the Agreement.
10. PUBLICITY
Neither party shall issue any publicity materials relating to this Agreement without consent.
11. GENERAL
11.1 Assignment.
Customer may not assign the Agreement without Clockwork’s consent.
11.2 Governing Law.
The Agreement will be governed by the laws of the State of New York.
11.3 Waiver.
The waiver of any breach will not constitute a waiver of any subsequent breach.
11.4 Severability.
If any provision is held to be invalid, the remaining provisions will remain in effect.
11.5 Notices.
Notices will be in writing and delivered to the specified addresses.
11.6 Compliance with Laws.
Each Party agrees to comply with all applicable laws and regulations.
11.7 Relationship between the Parties.
Neither Party will create any partnership or agency relationship between the Parties.
11.8 Force Majeure.
Neither Party will be liable for delays due to causes beyond their control.
11.9 Export Control.
Customer agrees to comply with relevant export laws.
11.10 Entire Agreement.
This Agreement constitutes the complete agreement between the Parties.