Terms of Use 
Updated: Oct 24th, 2022

IMPORTANT NOTICE: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTIONS BELOW. PLEASE READ ALL OF THESE PROVISIONS CAREFULLY. 

• ACKNOWLEDGEMENT AND ACCEPTANCE OF TERMS OF USE

These Terms of Use (these “Terms”) govern your access to, use of, and participation in the Platform made available by or through Clocked In Inc. (“Clockedin,” “we,” “our,” or “us”).
PLEASE READ THESE TERMS THOROUGHLY AND CAREFULLY. BY USING THE PLATFORM, OR BY ACKNOWLEDGING OUR COMMUNICATION AND AUTHENTICATING YOUR ACCOUNT, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU MAY NOT ACCESS OR USE THE PLATFORM.
All references to “you” or “your,” as applicable, mean the Person who accesses, uses, or participates in the Platform in any manner, and each of your heirs, assigns, and successors. If you use the Platform on behalf of an entity, you represent and warrant that you have the authority to bind that entity, your acceptance of these Terms will be deemed an acceptance by that entity, and “you” and “your” herein shall refer to that entity, its directors, officers, employees, and agents. 

• MODIFICATIONS

Clockedin reserves the right, in its sole discretion, to modify these Terms, and any other documents incorporated by reference herein, at any time and without prior notice. Clockedin will notify you of changes to these Terms by posting them on the Clockedin Terms of Use website, accessible at [https://clockedin.com/terms], sending you a message, or otherwise making the modified provisions available on the Platform. Modifications will become effective upon such notice being given. You are responsible for regularly reviewing these Terms for updates and modifications. Your use of the Platform after such changes are made shall constitute your consent to the changes. If you do not agree, you may not access or use the Platform. 

• ADDITIONAL TERMS AND POLICIES

Please review Clockedin’s Privacy Policy, accessible at [https://clockedin.com/privacy], which is incorporated herein by reference, for information and notices concerning Clockedin’s collection and use of your information. 

• DEFINITIONS AND INTERPRETATION 

Definitions. Capitalized terms are defined as set forth below or elsewhere in these Terms. 
“Business” means a User, including a “Company,” “Owner User” or “Manager,” that is registered with the Platform to offer Shifts to Workers, or otherwise uses the Platform to receive, pay for, review, or facilitate the scheduling of Shifts. For clarity, a Business is the employer of a Worker performing Shifts for the Business (or the business for the benefit of which the Business User is registered) while in “Employee Mode” and is not the present employer of any Worker in “Candidate Mode”.
“Clockedin Content” means all Content made available by Clockedin on or through the Platform, including any Content licensed from a third party, but excluding User Content. 
“Content” means text, graphics, images, music, software, audio, video, information or other materials, including profile information, Shift requests, quotes, message threads, reviews, ratings, scheduling and calendar information, and other information or materials available on or through the Platform. 
“Feedback” means feedback, comments, questions, or suggestions concerning Clockedin, the Platform or any other aspect of our business or services. 
“Law” means any applicable federal, state, local or municipal laws (whether statutory, common law or otherwise), regulations, ordinances, directives, binding orders, judgments, decrees or rulings of any governmental authority. 
“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity. 
“Platform” means all Clockedin websites, mobile or other applications, software, processes and any other services provided by or through Clockedin, including Worker referral or recruiting services. 
“Platform Content” means User Content and Clockedin Content. 
“Shifts” means those units of shift work sought, scheduled or received by Businesses through the Platform.
“User” means a Person that completes Clockedin’s account registration process. Users are either Workers or Businesses. 
“User Content” means all Content submitted, posted, uploaded, published, or transmitted on or through the Platform by any User, but excluding Feedback. 
“Worker” means a User who is registered to use the Platform to request, schedule, accept, provide, or receive payment for, Shifts or otherwise seek employment with a Business. 
Interpretation. The words “include” and “including,” and other words of similar import when used herein shall be deemed to be followed in each case by the words “without limitation.” The word “or” is not exclusive. 

• DESCRIPTION OF PLATFORM; WORKER MODES

Workers who are employed by a Business are able to request or schedule Shifts with such Business. The Shifts that are offered by Businesses and the Shifts visible to Workers will depend on, among other things, the Worker’s status as an employee as verified by each Business. While a Worker is an employee of a Business, the Worker’s use of the Platform will be in “Employee Mode” with respect to such Business. Workers who register to use the Platform but who are not an employee of a Business will start out in “Candidate Mode” with respect to all Businesses until they transition to Employee Mode with respect to a Business. Workers can potentially become employees of more than one Business at the same time, in which case the Worker is in Employee Mode with respect to each Business at which the Worker is employed. Any Worker that was formerly an employee of a Business may, at such Business’s option, continue to able to pick up Shifts, in which case the Worker will be in “Alumni Mode” with respect to that Business. 
Candidate Mode. Workers who are not (and have not previously been) employed by a Business are in Candidate Mode with respect to such Business, and are not eligible to request Shifts from such Business until they transition into Employee Mode—though the Business may allow Workers in Candidate Mode to view employment opportunities posted to the Platform by such Business. All Workers start out in Candidate Mode with respect to all Businesses. 
Employee Mode. To be eligible to request Shifts at a Business, a Worker must first be employed by such Business. Upon being employed by a Business, the Business may switch the Worker to Employee Mode with respect to that Business. Note that if the Business at which the Worker is employed ceases to be a registered User of the Platform for any reason, the Worker will automatically be switched to Candidate Mode, subject to the eligibility requirements set forth below. A Worker is only eligible to sign up to provide Shifts for a Business with respect to which the Worker is in Employee Mode or Alumni Mode.
Alumni Mode. When a Worker in Employee Mode ceases to be an employee of a Business, the Business will either switch that Worker to Alumni Mode or Candidate Mode. If the Worker is switched to Alumni Mode, that Worker will still be eligible to sign up for Shifts at that Business (provided that the Business continues to be a registered User of the Platform). 

• ELIGIBILITY AND WORKER REPRESENTATIONS

Access to and use of the Platform is available only to individuals who reside and are authorized to work in the United States, are at least eighteen (18) years old, and can form legally binding contracts under Law. By accessing or using the Platform, you represent and warrant that you are eligible. 
By registering or using the Platform to offer, schedule, accept or provide Shifts, each Worker represents and warrants that: 

• the Worker has only one account on the Platform; 
• any information provided by the Worker to Clockedin or any Business, including any training, certification, experience or skills set forth on the Worker’s profile on the Platform, is accurate and complete; and
• the Worker is permitted to legally work within the United States. 

• WORKER ACKNOWLEDGEMENTS

Workers acknowledge and agree that Clockedin is not their employer and is not in the business of offering or accepting Shifts. By creating and maintaining an account on the Platform, Workers receive only the ability to use the Platform to access Businesses interested in receiving Shifts and related tools, including the ability to communicate with Businesses to facilitate the offering of and accepting of Shifts. Workers understand and agree that using the Platform does not guarantee that anyone will engage them for Shifts, nor does it guarantee Workers’ eligibility to provide certain Shifts.

• ACCOUNT REGISTRATION AND OTHER SUBMISSIONS

You may not access or use the Platform without registering for an account. To access and participate in certain features of the Platform, you will need to create a password-protected account (“Account”). You agree to provide accurate, current, and complete information during the registration or request submission process and at all other times when you use the Platform, and to update such information to keep it accurate, current, and complete. You are solely responsible for safeguarding your Clockedin password. You are solely responsible for all activity that occurs on your Account, and you will notify Clockedin immediately of any unauthorized use. Clockedin is not liable for any losses of any Person caused by unauthorized use of your Account. Notwithstanding the foregoing, you may be liable for the losses of Clockedin or third parties due to such unauthorized use. Your Account is non-transferable except with Clockedin’s prior written permission. 

• YOUR LICENSE TO USE THE PLATFORM

Subject to your compliance with these Terms, Clockedin grants you a limited, non-exclusive, revocable, non-transferable, and non-sublicensable license to reproduce and display Platform Content (excluding any software source code) solely for your personal and non-commercial use and only in connection with your access to and participation in the Platform. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Platform or Platform Content, except as expressly permitted in these Terms. The Platform and Platform Content are provided to you AS IS. If you download or print a copy of Platform Content for personal use, you must retain all copyright and other proprietary notices contained thereon. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights, except for the licenses and rights expressly granted in these Terms.

• USE OF THE PLATFORM

By using the Platform, you agree that you will not, and you will not direct any third parties to, under any circumstances:

• use the Platform or any information contained therein in any way that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable or offensive;
• use the Platform for any fraudulent or unlawful purpose, for any purpose other than in connection with the prospective or actual provision or receipt of Shifts, or for any other purpose not expressly intended by Clockedin;
• harass, abuse or harm another Person or group, or attempt to do so;
• use another User’s Clockedin account;
• provide false or inaccurate information when registering an account on Clockedin, using the Platform or communicating with other Users;
• attempt to re-register with Clockedin if we have terminated your account for any or no reason or terminate your registration and re-register in order to prevent a review from being associated with your account;
• interfere or attempt to interfere with the proper functioning of the Platform;
• make any automated use of the Platform, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;
• bypass any robot exclusion headers or other measures we take to restrict access to the Platform or use any software, technology, or device to scrape, spider, or crawl the Platform or harvest or manipulate data (whether manually or through automated means);
• use the communication systems provided by or contacts made on Clockedin for any commercial solicitation purposes other than those expressly permitted by Clockedin; or
• publish or link to malicious content intended to damage or disrupt another Person’s browser, computer or other device.

• USER CONTENT

We may, in our sole discretion, permit you to post, upload, publish, submit or transmit User Content. By making available any User Content on or through the Platform, you hereby grant to Clockedin a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense through multiple tiers, to use, copy, adapt, modify, create derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such User Content on, through, by means of or to promote, market or advertise the Platform or Shifts, or for any other purpose in our sole discretion. In the interest of clarity, the license granted to Clockedin shall survive termination of the Platform or your Account. Clockedin does not claim ownership rights in your User Content and nothing in these Terms will be deemed to restrict rights that you may have to use and exploit any such User Content submitted, posted, uploaded, published, or transmitted on or through the Platform by you.
You acknowledge and agree that you are solely responsible for all User Content that you make available on or through the Platform. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all User Content that you make available on or through the Platform or you have all rights, licenses, consents and releases that are necessary to grant to Clockedin the rights in such User Content, as contemplated under these Terms; and (b) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Clockedin’s use of your User Content (or any portion thereof) on, through or by means of the Platform will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any Law. You agree that Clockedin, while it has no obligation to do so, may proofread, summarize or otherwise edit or withdraw your User Content, and you understand it remains your sole responsibility to monitor your User Content and ensure that such edited Content is accurate and consistent with your representations and warranties in these Terms.
Clockedin reserves the right, at any time and without prior notice, to remove or disable access to User Content that we, in our sole discretion, consider to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Platform or Users, or for any other reason.

• ADDITIONAL BUSINESS TERMS

Without limiting any other terms or conditions in these Terms, the terms and conditions in this Section apply to any use of the Platform by any User that is, or is acting for on behalf of, a Business.
Each Business hereby grants Clockedin a worldwide, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, distribute, license, publicly display, transmit, stream, broadcast, access, view, and otherwise exploit any of the Business’s trademarks for the sole purpose of providing services on the Platform (including, for the avoidance of doubt, for associating User Content with the Business), in each case, subject to any reasonable usage guidelines of the applicable Business that are provided to Clockedin from time to time.
[In connection with the use of Clockedin’s Platform, Clockedin may charge certain fees, which depend upon the type subscription package you select (“Clockedin Fees” or “Fees”). 
Fees. Workers may access the Platform at no cost. Businesses may access certain limited features of the Platform at no cost, with other features available only to Businesses that pay a subscription Fee.] You agree to provide Clockedin with complete and accurate billing and contact information, including the applicable Business entity’s legal name, street address, e-mail address, and the name and telephone number of an authorized billing contact, as well as a credit or debit card or ACH routing information. You agree to update this information within thirty (30) days of any change to it. If the contact information you have provided is false or fraudulent, Clockedin reserves the right to terminate your access to the Platform, and any outstanding requests for Shifts, in addition to pursuing any available legal remedies. Generally, you will be billed each day for services provided that day. Special payment arrangements may be made when appropriate. The Clockedin Fees for engaging a Worker total a percentage of the hourly wage amount and are generally for creating, hosting, administering, maintaining and providing the Platform (collectively, the “Invoice Amount”). Clockedin reserves the right to adjust these Fees. A Service Request shall be considered complete once the agreed upon Shift time has ended by the Business or by the Worker.
Default Payment Method. Clockedin will first attempt to charge the default payment method. In the event that Clockedin is unable to charge that payment method for any reason—including exceeding a payment method’s credit limit, payment method cancellation, a payment method being out of date, or payment method details being incorrect—you agree that Clockedin may charge any other payment method associated with your account. If your payment details change, your card provider may provide us with updated card details. We may use these new details in order to help prevent any interruption to the Shifts. If Clockedin is unable to charge the default payment method, Clockedin will attempt to charge any other payment methods associated with your Account in the order in which they were most recently provided, used, or updated on the Platform, charging the most recently provided, used, or updated valid payment method first.
You agree to pay all applicable Fees or charges based on the Fee and billing terms then in effect, regardless of whether you have an active Account. Charges shall be made to the payment method designated at the time you accrue a Fee. If you do not pay on time or if Clockedin cannot charge a payment method for any reason, Clockedin reserves all rights permissible under Law to recover payment and all costs and expenses incurred, including reasonable attorneys’ fees, in our pursuit of payment. If any Fee is not paid in a timely manner, or we are unable to process your transaction using the payment method provided, we reserve the right to terminate or suspend your Account.
Late Payment Charges. Any invoice which remains unpaid after the due date shall bear interest at the rate of 1.5% per month. If the amount of any late payment charge exceeds the maximum permitted by Law, the charge will be reduced to that maximum amount.
Taxes. Clockedin’s fees do not include any sales taxes, levies, duties or similar governmental assessments of any nature, including value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction and the interest and penalties thereon (collectively, “Taxes”). The Business is responsible for paying all Taxes associated with its purchases hereunder. If Clockedin has the legal obligation to pay or collect Taxes for which the Business is responsible under this Section, the appropriate amount shall be invoiced to and paid by the Business. You hereby confirm that Clockedin can determine your appropriate jurisdiction for tax purposes however it deems appropriate or as required by Law, and you agree to pay taxes to Clockedin when Clockedin includes a charge for taxes on any invoice. You also understand and agree that you are solely responsible for determining your own tax reporting and sales and use tax collection requirements in consultation with your own tax advisers, and that we cannot and do not offer specific tax advice to either Workers or Businesses.

• INTELLECTUAL PROPERTY RIGHTS

Clockedin Content is protected by copyright, trademark, and other Laws of the United States, foreign countries, and international conventions. Except as expressly provided in these Terms, Clockedin and its licensors exclusively own all right, title, and interest in and to the Platform and Clockedin Content, including all associated intellectual property rights. All trademarks, service marks, logos, trade names and any other proprietary designations of Clockedin used herein are trademarks of Clockedin. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks of their respective owners, including Businesses.

• COPYRIGHT NOTICES/COMPLAINTS

We respond to notices of alleged copyright infringement pursuant to the Digital Millennium Copyright Act (“DMCA”). If you believe any materials accessible on or from the Platform infringe your copyright, you may request removal of those materials (or access thereto) from the Platform by contacting Clockedin’s copyright agent (identified below) and providing the following information:

• Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
• Identification of the material that you believe to be infringing and its location. Please describe the material and provide us with its URL or any other pertinent information that will allow us to locate the material.
• Your name, address, telephone number and (if available) e-mail address.
• A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the Law.
• A statement that the information that you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf.
• A signature or the electronic equivalent from the copyright holder or authorized representative.

In an effort to protect the rights of copyright owners, Clockedin maintains a policy for the termination, in appropriate circumstances, of Users of the Platform who are repeat infringers.

• FEEDBACK

By sending us any Feedback, you represent and warrant (a) that you have the right to disclose the Feedback, (b) that the Feedback does not violate the rights of any other Person, and (c) that your Feedback does not contain the confidential or proprietary information of any third party. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense through multiple tiers, to use, copy, adapt, modify, create derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, and otherwise exploit the Feedback for any and all purposes, and (iv) irrevocably waive, and cause to be waived, against Clockedin and its Users any claims and assertions of any moral rights contained in such Feedback. This Feedback Section shall survive any termination of your Account or the Platform.

• NO ENDORSEMENT

Clockedin does not endorse any User or any Shifts, and Clockedin is not a party to any agreements between or among Users or third parties. No agency, partnership, joint venture, or employment is created as a result of these Terms or any User’s use of any part of the Platform, including any scheduling or other services. Neither Clockedin nor any Users of the Platform may direct or control the day-to-day activities of the other, or create or assume any obligation on behalf of the other. Users are required by these Terms to provide accurate information, and we do not make any representations about, confirm, or endorse any User or their purported identity or background, regardless of the specific Clockedin services they are using or any involvement by Clockedin personnel in providing or scheduling those services.
We are not responsible for the conduct, whether online or offline, of any Business or Worker. Businesses are responsible for compliance with all applicable employment and other Laws in connection with any employment relationship they establish (including, as applicable, Ban-the-Box, Fair Chance, background investigation or reporting, payroll, tax and wage and hour laws).  
We are not an employment agency, and we do not secure or procure employees for any Businesses, nor do we secure or procure opportunities for employment for any Workers.
We are not an employer of the Workers, and we do not control, monitor, supervise, or oversee the quality, timing, hours, pay, legality, or any other aspect of services delivered by Workers, nor do we require Workers, regardless of mode, to accept or work any jobs or deliver any services at all.  
We do not provide any medical, diagnostic, treatment or clinical service or engage in any conduct that requires a professional license.
Business and Worker content is primarily User-generated. We do not control or vet User-generated content for accuracy, and we do not assume and expressly disclaim any responsibility for the accuracy or reliability of any information provided by Workers or Businesses on or off the Platform. We do not assume and expressly disclaim any liability that may result from the use of information provided on our Platform.
We do not refer or recommend Businesses or Workers nor do we make any representations about the suitability, reliability, timeliness, or accuracy of the services provided by Workers or the integrity, responsibility or actions of Businesses or Workers whether in public, private or offline interactions. Any screening of a Business or Worker and his, her or its information by Clockedin is limited and should not be taken as complete, accurate, up-to-date or conclusive of the Person’s suitability as an employer or Worker.
We may offer certain Users the opportunity to verify certain information such as their email address, cell phone number or state license information. If we indicate that certain information has been verified, it means that the User has complied with the process we have established for verifying such information. However, we do not guarantee, nor do we represent or warrant, that the information is accurate or that it belongs to the User who supplied it.
The Platform Content may contain links to third-party websites, offers, or other events/activities not owned or controlled by Clockedin. We do not endorse or assume any responsibility for any such links, and if you access them, you do so at your own risk.
By using the Platform, you understand and agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Users or other third parties will be limited to a claim against those particular Users or other third parties. You agree not to attempt to impose liability on or seek any legal remedy from Clockedin with respect to such actions or omissions.

• COMPLIANCE WITH LAWS; SANCTIONS FOR VIOLATIONS OF THESE TERMS

Users agree to comply with all Laws, including the California Consumer Privacy Act, in their use of the Platform and any personal information obtained from the Platform.
Without limiting any other rights reserved herein, Clockedin may, in its sole discretion, take any action permitted by Law for any violation of these Terms or any other policy or agreement between you and Clockedin, including removing User Content you posted, limiting your Account access, requiring you to forfeit certain funds or paid Fees, assessing monetary penalties or costs, terminating your Account, notifying other Users of the termination of your Account or the violation of these Terms, decreasing your status or search rank, canceling quotes or postings, blocking access, investigating you, or cooperating with law enforcement agencies in investigation or prosecution.

• ACCOUNT SUSPENSION OR TERMINATION

We may, in our discretion, with or without cause, with or without prior notice and at any time, decide to limit, block, suspend, deactivate or cancel your Clockedin Account in whole or in part. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Platform or your User Content, or receive assistance from Clockedin support teams; (b) if appropriate in our sole discretion, we may communicate to other Users that your Account has been terminated, blocked, suspended, deactivated, canceled, or otherwise penalized in any way, and why this action has been taken; and (c) you will not be entitled to any compensation for Platform services or Shifts canceled or delayed as a result of Account termination. [You may cancel your use of the Platform or terminate your Account at any time by following the “Settings” link in your profile, clicking “Account,” and clicking “Deactivate Account.”] Please note that if your Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Platform.

• ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
This Section is intended to be interpreted broadly and governs any dispute, controversy, or claim between us arising out of or relating to these Terms or previous or subsequent versions of these Terms or the Privacy Policy (including the breach, termination or validity thereof) or your use of the Platform, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, including claims that arose before your entry into these Terms or any prior agreement (including claims related to advertising); and claims that may arise after the termination of these Terms (a “Dispute”). The only disputes excluded from this broad arbitration agreement are the litigation of certain intellectual property and small court claims, as provided below.
Initial Dispute Resolution: Most disputes can be resolved without resort to litigation. You can reach Clockedin’s support department at support@clockedin.com. At such time as a Dispute arises, except for intellectual property and small claims court claims, any party shall deliver written notice of such Dispute (a “Dispute Notice”). Upon delivery of a Dispute Notice, the parties agree to use their best efforts to settle any Dispute directly through consultation between you and the Clockedin support department, for a period of sixty (60) days from the date of receipt by a party of the Dispute Notice. Good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
Binding Arbitration: If the parties do not reach an agreed-upon solution in writing within a period of sixty (60) days from the time the Dispute Notice is delivered under the Initial Dispute Resolution provision above, then either party may submit the Dispute to final and binding arbitration administered by the American Arbitration Association (the “AAA”) in accordance with its Commercial Arbitration Rules in effect at the time, except as modified herein, unless the AAA determines that its Consumer Arbitration Rules shall apply to the Dispute. 
The party wishing to initiate arbitration must submit a written demand for arbitration. If you initiate a claim, you will submit the demand by certified mail to Clockedin at 1920 N. Seminary, Chicago, IL 60614, ATTN: Legal Department, and submit a copy of the demand for arbitration to the AAA. If Clockedin initiates a claim, Clockedin will serve a demand for arbitration upon you by email to the email address on file with Clockedin, and may send a copy by certified mail to your last known address (or to another address specified by you in your Dispute Notice.
There shall be one arbitrator who shall be agreed upon by the parties within twenty (20) days of receipt by the respondent of a copy of the demand for arbitration. If the parties do not agree upon an arbitrator within this time limit, the arbitrator shall be appointed by the AAA in accordance with the applicable arbitration rules.
The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all Disputes submitted to the arbitrator, as well as any question of the arbitrator’s jurisdiction or the existence, scope or validity of this arbitration agreement or the arbitrability of any claim. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be final and binding upon the parties thereto, and shall be on the sole and exclusive remedy between the parties regarding any Dispute presented to the arbitrator. Judgment upon any award may be entered in any court having jurisdiction over any party or any of its assets.
The arbitration and this arbitration agreement shall be governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.).
The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
The seat of arbitration will be New York, New York. If you are a resident of the United States, the arbitration hearing may take place in the county where you reside at the time of filing. The parties consent and submit to the non-exclusive jurisdiction of any federal court located in the State of New York or, where such court does not have jurisdiction, any New York state court, in either case located in the Borough of Manhattan, New York City, New York for the enforcement of any arbitral award rendered hereto and to compel arbitration or for interim or provisional remedies in aid of arbitration.
Any arbitration hereunder shall be confidential, and the parties and their agents agree not to disclose to any third party (i) the existence or status of the arbitration, (ii) all information made known and documents produced in the arbitration not otherwise in the public domain, and (iii) all awards arising from the arbitration, except and to the extent that disclosure is required by applicable Law or is required to protect or pursue a legal right.
Exception: Litigation of intellectual property and small claims court claims: Notwithstanding the parties’ decision to resolve Disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights. Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
[Class Action Waiver: The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other collective or representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND CLOCKEDIN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR COLLECTIVE OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.]
30-Day Right to Opt Out: You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending (from the email address you use on Clockedin) written notice of your decision to opt out to support@clockedin.com with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of the date of your first use of the Platform; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of this Section. If you opt out of these arbitration provisions, Clockedin also will not be bound by them.
Changes to This Section: Clockedin will provide thirty (30) days’ notice of any changes affecting the substance of this Arbitration and Class Action Waiver Section by posting on the Clockedin Terms of Use website, accessible at [https://clockedin.com/terms], sending you a message, or otherwise notifying you when you are logged into your account. Amendments will become effective thirty (30) days after they are posted on the Clockedin Terms of Use website or sent to you.
Changes to this Section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on Changes to This Section is not enforceable or valid, then this subsection shall be severed from the Section entitled Arbitration and Class Action Waiver, and the court or arbitrator shall apply the first Arbitration and Class Action Waiver Section in existence after you began using the Platform.
Survival: This Arbitration and Class Action Waiver Section shall survive any termination of your Account or the Platform.

• DISCLAIMERS

YOUR USE OF THE PLATFORM OR PLATFORM CONTENT, OR PERFORMANCE OR RECEIPT OF SHIFTS, SHALL BE SOLELY AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT CLOCKEDIN DOES NOT HAVE AN OBLIGATION, BUT RESERVES THE RIGHT FOR ANY REASON, TO (A) MONITOR OR REVIEW USER CONTENT; OR (B) FOR ANY PERMISSIBLE PURPOSE, CONDUCT IDENTITY VERIFICATION, ON ANY USER, INCLUDING WORKERS AND BUSINESSES. 
THE PLATFORM IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, CLOCKEDIN AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT; ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF OR IN TRADE; ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES IN CONNECTION WITH THIS PLATFORM OR THE SHIFTS OFFERED ON OR THROUGH THIS PLATFORM; AND ANY WARRANTIES RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE PLATFORM, INCLUDING ALL PLATFORM CONTENT. CLOCKEDIN MAKES NO WARRANTY THAT THE PLATFORM OR SHIFTS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. CLOCKEDIN ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE PLATFORM. CLOCKEDIN SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY DATA, INFORMATION, MATERIALS, SUBSTANCE, OR PLATFORM CONTENT POSTED, TRANSMITTED, OR MADE AVAILABLE VIA THE PLATFORM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CLOCKEDIN OR THROUGH THE PLATFORM, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, INCLUDING ANY USERS OR SERVICE RECIPIENTS. YOU UNDERSTAND THAT CLOCKEDIN DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE PLATFORM OR TO REVIEW OR VET ANY SHIFTS. CLOCKEDIN MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PLATFORM OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE PLATFORM. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON AND GIVE OR RECEIVE SHIFTS. CLOCKEDIN EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USERS OR THIRD PARTIES.

• LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM AND PLATFORM CONTENT, YOUR OFFERING OR PROVIDING SHIFTS OR REQUESTING OR RECEIVING SHIFTS THROUGH THE PLATFORM, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF CLOCKEDIN OR THIRD PARTIES, WHETHER IN PERSON OR ONLINE, REMAINS WITH YOU. NEITHER CLOCKEDIN NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM WILL BE LIABLE (WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CLOCKEDIN HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE) FOR: (A) ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL; (B) SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE; (C) THE COST OF SUBSTITUTE PRODUCTS OR SERVICES; (D) ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS; (E) THE USE OF OR INABILITY TO USE THE PLATFORM OR PLATFORM CONTENT OR INABILITY TO PROVIDE OR RECEIVE SHIFTS; (F) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE PLATFORM OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM; OR (G) YOUR OFFERING OR PROVIDING SHIFTS OR REQUESTING OR RECEIVING SHIFTS THROUGH THE PLATFORM.
IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF CLOCKEDIN AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING FROM OR RELATING TO THESE TERMS, PLATFORM, SHIFTS, OR PLATFORM CONTENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR PLATFORM CONTENT OR IN CONNECTION WITH ANY SHIFTS OR INTERACTIONS WITH ANY OTHER USERS EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO CLOCKEDIN BY YOU HEREUNDER, OR ONE HUNDRED US DOLLARS ($100) IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY FULLY TO RESIDENTS OF NEW JERSEY. 

• INDEMNIFICATION AND RELEASE

You agree to release, defend, indemnify, and hold Clockedin and its affiliates and subsidiaries, and their respective officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal and accounting fees, arising out of or in any way connected with (a) your violation of these Terms or applicable Law; (b) your User Content; (c) your interaction with any User; and (d) the request or receipt or offer or provision of Shifts by you, including any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with such Shifts.
Notwithstanding the foregoing paragraph, if you are a resident of New Jersey, you only agree to release, defend, indemnify, and hold Clockedin and its affiliates and subsidiaries, and their respective officers, directors, employees and agents, harmless from and against any third-party claims, liabilities, damages, losses, and expenses, including reasonable legal and accounting fees, arising out of or in any way connected with your violation of these Terms.
If you are a California resident, you waive California Civil Code Section 1542, which provides: a general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.

• GENERAL

Governing Law: These Terms and the relationship between you and Clockedin shall be governed in all respects by the laws of the State of Illinois, without regard to its conflict of law principles. You agree that any claim or dispute you may have against Clockedin that is not subject to arbitration must be resolved by a court located in Cook County, in the State of Illinois. You agree to submit to the personal jurisdiction of the courts located within Cook County, in the State of Illinois, for the purpose of litigating all such claims or disputes that are not subject to arbitration. You hereby waive any and all jurisdictional and venue defenses otherwise available.
Force Majeure: Other than payment obligations, neither Clockedin nor you shall be liable to the other for any delay or failure in performance under these Terms arising out of a cause beyond its control and without its fault or negligence. Such causes may include fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters.
No Third-Party Beneficiaries: You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
Contacting You: You agree that Clockedin may communicate with you electronically, and you consent to electronic delivery of notices, including those regarding changes to these Terms, by email, regular mail, or postings on the Platform. Notices shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or upon sending (if sent by email).
Entire Agreement: These Terms, together with the Privacy Policy and any other legal notices or additional terms and conditions or policies referenced herein, shall constitute the entire agreement between you and Clockedin concerning the Platform or Shifts obtained through the Platform. 
Severability: Except as explicitly stated herein, if any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect, to the maximum extent permitted by Law. 
Waiver: No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Clockedin’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
Statute of Limitations: You agree that regardless of any Law to the contrary, any claim, action or proceeding by you related in any way to the Platform or the Shifts offered therein must commence within three (3) years after the cause of action accrues. Otherwise, such cause of action is permanently barred. Notwithstanding the foregoing, this statute of limitations shall not apply to residents of New Jersey. 
Section Headings: The section headings in these Terms are for convenience only and have no legal or contractual effect. 
Contact Information: If you have any questions or need further information about the Platform or services provided by Clockedin, or need to notify Clockedin as to any matters relating to the Platform or services, please contact us at: support@clockedin.com.