Welcome to OneClock, LLC. ("Company", "we", or "us") websites located at oneclock.co and any other website that we own or control and which posts or links to these Terms of Service (each a "Site" and , collectively, the "Sites"). These Terms of Service (these "Terms") govern your use of the Sites, Company's online store accessible via the Sites, and other services Company may offer or enable through the Sites (collectively with the Sites, the "Services").
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES OFFERED BY COMPANY. BY VISITING THE SITES OR ACCESSING ANY OF THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT UNCONDITIONALLY AGREE TO THESE TERMS, YOU MAY NOT ACCESS THE SITES OR ANY OF THE SERVICES.
PLEASE BE AWARE THAT SECTION 12.1 OF THESE TERMS, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THESE TERMS. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE SERVICES WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF COLORADO CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THESE TERMS.
PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY COMPANY IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Company will make a new copy of the Terms available at oneclock.co/terms-and-conditions We will also update the "Last Updated" date at the bottom of the Terms. If we make any material changes, and you have created an Account (defined below) or otherwise provided us with your email address, we may also send an e-mail to you at the last e- mail address you provided to us pursuant to the Terms. Any changes to the Terms will be effective immediately for new users of the Services and will be effective thirty (30) days after posting notice of such changes on the Sites for existing users, provided that any material changes will be effective for users who have created an Account with us or otherwise provided us with their email address upon the earlier of thirty (30) days after posting notice of such changes on the Sites or thirty (30) days after dispatch of an e-mail notice of such changes to existing users. Company may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you will stop using the Sites and/or the Services. Otherwise, your continued use of the Sites and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SITES TO VIEW THE THEN-CURRENT TERMS.
1. ACCOUNTS 1.1 Account Creation. To use certain aspects of the Services, you may have to register for an account ("Account") on the Sites and provide certain information about yourself as prompted by the account registration form. In creating an Account, we ask that you provide complete and accurate information about yourself. You represent and warrant that: (a) you are of legal age to form a binding contract, and you are at least 18 years or age or older; (b) all required registration information you submit is truthful and accurate; and (c) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions within the Services. Company may suspend or terminate your Account in accordance with Section 11.
1.2 Account Responsibilities. You are responsible for all activities that occur under your Account. You are responsible for keeping your password secure. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements or your failure to maintain the security of your Account and password.
2. ACCESS TO THE SERVICES 2.1 Grant of Rights. Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited right to access the Sites to use the features and functionality of the Services, in each case solely for your own personal or business purposes.
2.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you will not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part, or any content displayed on the Service; (b) you will not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service; (c) you will not access the Services in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Services will be subject to these Terms. All copyright and other proprietary notices on the Services (or on any content displayed on the Service) must be retained on all copies thereof.
2.3 Modification. Company reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.
2.4 Ownership. Excluding any User Content that you may provide (defined in Section 2 below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services and its content are owned by Company or Company's suppliers. Neither these Terms (nor your access to the Service) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Company and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
3. PRIVACY POLICY. Our Privacy Policy is located at oneclock.co/privacy-policy. Please review the Privacy Policy to learn more about our treatment of personal information.
4. CONTENT 4.1 Content. The Sites, the Services, and their contents are intended solely for your personal, non- commercial use and may only be used in accordance with these Terms. Excluding your User Content (defined below), as between you and Company, all materials displayed or performed on the Sites (including, but not limited to text, graphics, articles, photographs, images, illustrations (collectively, "Content") is owned by Company and its licensors. The provision of the Services does not transfer to you or any third party any rights, title or interest in or to such Content. Company and its suppliers reserve all rights not granted in these Terms.
4.2 User Content. In the course of using the Services, you may provide information or content which may be used by Company in connection with the Services and which may be visible to certain other users. You understand that by posting information or content on the Sites or otherwise providing content, materials or information to Company or in connection with the Services (collectively, "User Content"), you hereby grant Company a non-exclusive, worldwide, royalty free, perpetual, irrevocable, sublicenseable, and transferable right to fully exploit such User Content (including all related intellectual property rights) in connection with the Services, the Sites, and Company's (and its successors' and assigns') business, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels; however, Company will only share your personally identifiable information in accordance with Company's privacy policy. You also hereby do and shall grant each user of the Services a non-exclusive license to access your User Content through the Services, and to use, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content through the Services and under these Terms. You understand that all information publicly posted or privately transmitted through the Services is the sole responsibility of the person from which such content originated, and that Company will not be liable for any errors or omissions in any such third-party content. You understand that Company cannot guarantee the identity of any other users with whom you may interact in the course of using the Services. Additionally, Company cannot guarantee the authenticity of any data which users or merchants may provide about themselves. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. Under no circumstances will Company be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services.
4.3 General Prohibitions. You agree that you will not contribute any User Content or otherwise use the Services in a manner that (a) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (b) violates any law, statute, ordinance or regulation; (c) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (d) involves commercial activities and/or sales without Company's prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; (e) impersonates any person or entity, including without limitation any employee or representative of Company; or (f) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program. Company reserves the right to remove any Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Company is concerned that you may have breached the immediately preceding sentence), or for no reason at all. You, not Company, remain solely responsible for all User Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services, and you warrant that you possess all rights necessary to provide such content to Company and to grant Company the rights to use such information in connection with the Services and as otherwise provided herein. You will not run Maillist, Listserv, any form of auto-responder, or "spam" on the Services, or any processes that run or are activated while you are not logged on to the Sites, or that otherwise interfere with the proper working of or place an unreasonable load on the Services' infrastructure. Further, the use of manual or automated software, devices, or other processes to "crawl", "scrape", or "spider" any page of the Sites is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services.
4.4 Feedback. You hereby grant to Company a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback you provide relating to the Services ("Feedback"). Company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.
5. PURCHASES 5.1 Online Store. Company makes available an online store accessible via the Sites that allows you to purchase products ("Products"). Through the Services you will be able to browse Company's Products and place orders.
5.2 Order Confirmation. Company will provide an email or other form of confirmation after receipt of your purchase order. Your receipt of an order confirmation merely confirms Company's receipt of your order and neither indicates Company's acceptance of your order nor confirms Company's offer to sell. Company reserves the right to refuse or limit any order you place with us. Company may also, in Company's sole discretion, limit or cancel quantities purchased per person, household or order. These restrictions may include orders placed by or under the same Account, Method of Payment (as defined below), email address, and/or using the same billing and/or shipping address. Company also reserves the right to limit or prohibit orders that, in Company's sole judgment, appear to be placed by dealers, resellers or distributors. In the event Company makes a change to or cancels an order, Company will attempt to notify you by contacting the email address provided at the time the order was made. If Company cancels all or any part of your order after your Method of Payment has been charged, Company will refund the billed amount.
5.4 Title and Risk of Loss. Title and risk of loss pass to you upon our transfer of the Products to the carrier/delivery. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
5.6 Payment. By submitting an order through the Sites, you agree to pay in advance the price of the Product(s) ordered, plus any applicable taxes, shipping and handling and/or other charges. Payment may be made by credit card or any other method of payment Company may make available to you (each, a "Method of Payment"). In order to make a payment, you must provide us with valid credit card and/or other billing information and authorize us (or any Payment Processor (defined below) to charge your Method of Payment for all orders placed and accepted via the Sites.
5.3 Shipment Confirmation and Delivery. All orders are subject to acceptance by us, and Company will confirm such acceptance by sending you an email confirming the Products have been shipped. You may choose the method of shipment and timing of delivery for Products you order if more than one method is available, and you will be charged shipping and handling charges accordingly based on your choice. Company will not be held liable for deliveries that are delayed due to events that are beyond Company's control. However, Company will work with you to ensure a smooth delivery.
5.5 Prices. The prices displayed for Products available for purchase via the Sites represent the applicable retail prices, and do not include taxes, shipping or handling charges (to the extent applicable). Any applicable taxes, shipping or handling charges will be communicated to you before you place an order. The prices displayed on the Sites are quoted in U.S. dollars. Products in your shopping cart reflect the current price displayed on the Product's details page. Please note that this price may differ from the price displayed when the Product was first placed in your cart.
5.7 Payment Processor. We currently use and reserve the right to continue using third party payment providers ("Payment Processors"). Your electronic payment of fees through any Payment Processors is also governed by the Payment Processors' terms of service and privacy policy. Currently, Company uses Shopify Inc. and/or its affiliates ("Shopify") as its Payment Processor for payment services (e.g., card acceptance and related services). By making payments via the Services, you agree to be bound by Shopify's Terms of Service available at and Privacy Policy available at shopify.com/legal/privacy. You hereby consent to provide and authorize Company and the Payment Processors to share any information and payment instructions you provide to the extent required to complete the payment transactions in accordance with these Terms, including personal, financial, credit card payment, and transaction information.
5.8 Return Policy. Company's return policy is available here: oneclock.co/warranty. If a Product is not what you expected it to be, please review our return policy to learn how and when you may return a Product purchased via the Sites. You agree that any applicable shipping and/or handling charges are non-refundable.
5.9 Consumer Warranty. Certain Products may be subject to Company's limited warranty available here: oneclock.co/warranty.
5.10 Product Information. Most Products displayed on the Sites are available exclusively online through the Sites. These Products may have limited quantities, and, because of their limited availability, stock will not and cannot be refreshed. When a Product featured on a Site is no longer in stock, Company uses its best efforts to remove such Product from the Services in a timely manner. Should you have any questions concerning the availability of a Product, please contact Company's customer service at: hello@oneclock.co
5.11 Errors, Inaccuracies and Omissions. Company makes every effort to present the most recent, accurate, and reliable information on the Sites. However, occasionally there may be information on a Site that contains typographical errors, inaccuracies, or omissions that may relate to Product descriptions, pricing, promotions, offers, and availability. Any errors are wholly unintentional, and Company reserves the right to amend errors or to update Product information at any time without prior notice. In the event a Product is listed at an incorrect price due to photographical error, typographical error or any other error in pricing information, Company reserves the right to refuse or cancel any orders placed for any Product listed at the incorrect price. Company reserves the right to refuse or cancel any such orders whether or not the order has been confirmed and your Method of Payment charged. If your Method of Payment has already been charged for the purchase and your order is cancelled, Company will issue a credit to your Method of Payment in the amount of the incorrect price.
5.12 Colors and Style. Company has made every effort to display as accurately as possible the colors and styles of Products that appear on the Sites. We cannot guarantee that your device's display of any color or style will be accurate.
5.13 Cancellation of Orders. Company reserves the right to cancel, modify or suspend any order placed if it determines in our sole discretion that a user has violated these Terms, including by engaging in any fraudulent or misleading activity (for example, by using false names, multiple identities, multiple email accounts or email addresses, impersonating another person or otherwise providing false or misleading information), or if Company believes, in Company's sole discretion, that a user's conduct violates applicable law or is harmful to our interests.
6. INDEMNIFICATION You will indemnify and hold Company, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys' fees) from any claim or demand made by any third party due to or arising out of your access to the Services, use of the Services, your violation of these Terms, or the infringement by you or any third party using your Account of any intellectual property or other right of any person or entity. Company reserves the right, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
7. THIRD-PARTY LINKS, APPLICATIONS & ADS The Services may contain links to third-party websites and services, applications and/or display advertisements for third parties (collectively, "Third-Party Links, Applications & Ads"). Such Third-Party Links, Applications & Ads are not under the control of Company, and Company is not responsible for any Third-Party Links, Applications & Ads. Company provides access to these Third-Party Links, Applications & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links, Applications & Ads. You use all Third-Party Links, Applications & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links, Applications & Ads, the applicable third party's terms and policies apply, including the third party's privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
8. DISCLAIMERS YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.
9. LIMITATION ON LIABILITY YOU UNDERSTAND AND AGREE THAT IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS OR THE SERVICES, ON ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) THE FEES PAID BY YOU FOR ANY PRODUCTS PURCHASED THROUGH THE SITES DURING THE 12-MONTH IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM, (B) ONE HUNDRED US DOLLARS (U.S. $100), AND (C) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS. THE FOREGOING LIMITATIONS ON LIABILITY WILL NOT APPLY TO LIABILITY OF COMPANY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY ITS FRAUD OR FRAUDULENT MISREPRESENTATION. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.
10. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT It is Company's policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Company by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on Company Properties of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Contact information for Company's Copyright Agent for notice of claims of copyright infringement is as follows: OneClock, LLC, Attn: Copyright Agent, 1700 Lincoln Street, Suite 4300, Denver, Colorado 80203.
11. TERMINATION These Terms shall remain in full force and effect while you use the Services. You may terminate your use of the Services at any time. Company may terminate or suspend your access to the Services or your membership at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your membership. Company may also terminate or suspend any and all Services and access to the Sites immediately, without prior notice or liability, if you breach any of the terms or conditions of these Terms. Upon termination of your Account, your right to use the Services, access the Sites, and any Content will immediately cease. All provisions of these Terms which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
12. GENERAL 12.1 Dispute Resolution. PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT IN THIS SECTION ("ARBITRATION AGREEMENT") CAREFULLY. It requires you to arbitrate disputes with Company and limits the manner in which you can seek relief from us.
(a) Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Services or to any aspect of your relationship with Company, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, and (2) you or Company may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement will apply, without limitation, to all claims that arose or were asserted before the Effective Date of these Terms or any prior version of these Terms.
(b) Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent: Cogency Global Inc. at 7700 E. Arapahoe Rd., Suite 220, Centennial, CO 80112.
(c) Authority of Arbitrator. The arbitrator will have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Company. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and these Terms (including the Arbitration Agreement). The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
(d) Waiver of Jury Trial. YOU AND COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Company are instead electing that all claims and disputes will be resolved by arbitration under this Arbitration Agreement, except as specified in subsection 12.1(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
(e) Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection's limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the State or Federal Courts located in the State of Colorado. All other claims will be arbitrated.
(f) 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to legal@oneclock.co within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Company username (if any), the email address you used to set up your Account (if you have one) or place an order with us, and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
(g) Severability. Except as provided in subsection 12.1(e), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts will be of no force and effect and will be severed and the remainder of the Arbitration Agreement will continue in full force and effect.
(h) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Company.
(i) Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Company makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Company atlegal@oneclock.co.
12.2 International Users. The Services can be accessed from countries around the world and may contain references to a Services that is not available in your country. These references do not imply that Company intends to announce such Services in your country. The Services is controlled and offered by Company from its facilities in the United States of America. Company makes no representations that the Services is appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
12.3 Exclusive Venue. To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Company agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Boulder, Colorado.
12.4 Governing Law. The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Colorado, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
12.5 Electronic Communications. The communications between you and Company use electronic means, whether you use the Services or send us emails, or whether Company posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
12.6 Notice. Where Company requires that you provide an e-mail address, you are responsible for providing Company with your most current e-mail address. In the event that the last e-mail address you provided to Company is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Company's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Company at the following address: Cogency Global Inc., c/o OneClock, LLC, 7700 E. Arapahoe Rd., Suite 220, Centennial, CO 80112 or except as otherwise stated, email address: legal@oneclock.co. Such notice will be deemed given when received by Company by letter delivered by nationally recognized overnight delivery Services or first-class postage prepaid mail at the above address or, with respect to emails, upon confirmation that the email was received.
12.7 Force Majeure. Company will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
12.8 Entire Agreement. These Terms constitute the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation". If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms will be binding upon assignees.
12.9 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
12.10 Copyright/Trademark Information. Copyright © 2019, OneClock, LLC. All rights reserved. All trademarks, logos and service marks ("Marks") displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
12.11 Contact Information. If you have any questions, complaints or claims with respect to the Sites, Services, or Products, please contact us. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
- OneClock, LLC
- 1700 Lincoln Street, Suite 4300
- Denver, Colorado 80203
- legal@oneclock.co
Mobile Message Service Terms and Conditions
Last updated: 08/10/2021
The OneClock mobile message service (the "Service") is operated by OneClock ("OneClock", "we", or "us"). Your use of the Service constitutes your agreement to these terms and conditions ("Mobile Terms"). We may modify or cancel the Service or any of its features without notice. We may also modify these Mobile Terms at any time and your continued use of the Service following the effective date of any such changes shall constitute your acceptance of such changes.
We do not charge for the Service, but you are responsible for all charges and fees associated with text messaging imposed by your wireless provider. Message and data rates may apply.
Text messages may be sent using an automatic telephone dialing system or other technology. Your consent to receive autodialed marketing text messages is not required as a condition of purchasing any goods or services. If you have opted in, the Service provides updates, alerts, information, promotions, specials, and other marketing offers (e.g., cart reminders) from OneClock via text messages through your wireless provider to the mobile number you provided. Message frequency varies. Text the single keyword command STOP to +1 (408) 617-8219 to cancel at any time. You'll receive a one-time opt-out confirmation text message. If you have subscribed to other OneClock mobile message programs and wish to cancel, you will need to opt out separately from those programs by following the instructions provided in their respective mobile terms. For Service support or assistance, text HELP to +1 (408) 617-8219 or email hello@oneclock.co.
We may change any short code or telephone number we use to operate the Service at any time and will notify you of these changes. You acknowledge that any messages, including any STOP or HELP requests, you send to a short code or telephone number we have changed may not be received and we will not be responsible for honoring requests made in such messages.
The wireless carriers supported by the Service are not liable for delayed or undelivered messages. You agree to provide us with a valid mobile number. You agree to maintain accurate, complete, and up-to-date information with us related to your receipt of messages.
You agree to indemnify, defend, and hold us harmless from any third-party claims, liability, damages or costs arising from your use of the Service or from you providing us with a phone number that is not your own.
You agree that we will not be liable for failed, delayed, or misdirected delivery of any information sent through the Service, any errors in such information, and/or any action you may or may not take in reliance on the information or Service.
