TERMS AND CONDITIONS FOR CLOCKERLY

1) ‘The Agreement’

1.1) This agreement ("agreement, "document") is between Code Development (“us”, “we”, “our”) and the Customer (“you”, “your”).

1.2) Supplemental terms and conditions or documents that may be posted on clockerly.com or Clockerly from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms and Conditions and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms and Conditions to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms and Conditions by your continued use of Clockerly after the date such revised Terms are posted.

1.3) These terms shall remain in full force and effect while you use Clockerly and you acknowledge that through using the app you have agreed to, and are bound, by them.

DEFINITIONS, USAGE AND CUSTOMER RESPONSIBILITIES

2) Product Description (with key definitions)

2.1) Clockerly (“app”, “application”, “system”, “product”, “network”) is an application created by Code Development which is downloaded from the Google Play Store (“distributor”) for usage on any smartphone with the Android Operating system installed.

2.2) Clockerly is used to track the attendance of a group (“organization”, “company”) via a clocking system - at the start of a session users (“group members” “organisation members” “employees”) clock in (“log in”), and at the end of the day users clock out (“log out”) (collectively “logging”).

2.3) Clockerly records all logging information (“data”) and stores it within databases provided by Google Firebase™. Clockerly also allows admin users (“managers”) to manage the data, including viewing it and exporting it.

2.4) Two concepts to distinguish are Clockerly as a downloadable app (“the app”) and Clockerly as a network of devices (“the network”). Due to the nature of Clockerly as a Software as a Service (“SaaS”), logging and management of a group’s data can be done on multiple devices with the app installed, forming the network, hence the distinction.

2.5) Multiple managers can manage the network at any one time. If you have created a group within Clockerly, or have been invited to manage a group as a manager, you, by accepting this agreement, accept the status of “manager”, and are responsible for achieving the expected, ethical and legal usage and application of this app within your organisation.

2.6) If you have been invited to use the Clockerly as a “remote user” within an organisation, in downloading and using Clockerly you agree to abide by these terms and conditions.

2.7) The expected usage of Clockerly is outlined through our tutorials and ‘help section’ documentation which can be found both within the app and on clockerly.com (“the website”)

2.8) Any services provided by Code Development relating to Clockerly are known as “services” or “Clockerly Services”, and include but are not limited to Customer Support and Dispute Resolution.

3) Important Information

3.1 You acknowledge that Clockerly is a SaaS app and a connection to the internet is required for the full functionality of the system and network. Code Development are not liable for any loss, damage, misplacement or corruption of data that arises out of, but is not limited to, any severance of connection to the internet, under any circumstance.

4) Security of Service

4.1) Code Development will not share any details with any third party concerning the security of a group’s Clockerly network.

4.2) It is the responsibility of the manager(s) to ensure that their usage of the app is safe and secure. This includes protection of passwords and other details that protect a group’s network from access by a third party.

4.3) You acknowledge that Code Development are not liable under any circumstance for any damage, harm, loss of data or any other conceivable claim that might arise in court that results from, but is not limited to, your own inadequate securing of your Clockerly network.

5) Data and Customer responsibility

5.1) Code Development will abide by the terms laid out in our Privacy Policy with regard to the protection and security of your data.

5.2) Data stored by Clockerly is stored on Google Firebase™ databases, and data storage is fully compliant with United Kingdom (“UK”) Data Protection Laws and Codes. You accept that by storing Data with Clockerly, your data is stored in Google Firebase™ databases, wherever they might be situated, and your data may not be protected to the fullest extent that the laws in your jurisdiction may require, and that you store data at your own risk.

5.3) You acknowledge that Code Development reserves no right to ownership of your data, and that the data is fully owned jointly by all managers within your network.

5.4) You acknowledge that it is your duty to preserve the security and accuracy of your data, insofar as you are capable of doing so.

5.5) You acknowledge that Code Development are not liable for any damage, harm, loss of data or any other conceivable claim that might arise in court that results from, but is not limited to, inadequate management of your data.

5.6) You acknowledge that due to your data being stored on a third party system (“Google Firebase™”) the storage of your data is contingent on that service being operational. You agree that neither Code Development nor Google are liable for any damage, corruption or loss of data that results from, but is not limited to, any cessation of service from Firebase™.

6) Correct and Prohibited Usage of Clockery

6.1) You agree to use and manage Clockerly, clockerly.com and any services as intended, as laid out in section 2 of this agreement, our Usage Policy and various tutorials and help materials provided on the app and website. If you plan to use the app outside these intended uses, you must receive express written permission to do so by contacting Code Development through the correct provided channels.

6.2) You agree to use the app as applicable to the laws of the jurisdiction you reside in. Any item within these terms that might prevent that, or cause you to break the law, can be considered severable and do not waive this agreement in its entirety.

6.3) You agree to use the app ethically and with good faith.

6.4) You acknowledge that Code Development reserve the right to terminate your account at any time if we discover any usage of the app that we judge to be illegal, unethical or damaging to the Clockerly or Code Development brand.

7) Registration and User Details

7.1) In order to use Clockerly, and related features and services, you accept that you must register to Clockerly using a valid email address and correct, up-to-date details that we request on the sign-up form.

7.2) You acknowledge that we reserve the right to terminate your usage of Clockerly if we find any aspect of your registration to be misleading, particularly if you have previously had usage of the app terminated and are using a “sock-puppet” account to continue your usage of Clockerly.

TERM, BILLING AND TERMINATION

8) Term and Contract Length

8.1) The length of this agreement will be 30 days (“billing cycle”), and any reference to the cycle as a “month” should be considered the same billing cycle.

8.2) The initial term of this Agreement shall be stated in the Order ("initial term") and will begin on registration to use the app.

8.3) After the initial term, this agreement shall automatically renew for successive billing cycles unless terminated by you or us.

9) Billing

9.1) You accept that we reserve the right at any point to modify the pricing of Clockerly, as well as the right to charge separately for different features of the system. These changes can include moving from a free to a paid app, and vice versa, among other things.

9.2) If the pricing of Clockerly and related features and services changes, the new pricing will be clearly displayed on Clockerly.com and we will send communications through appropriate communication channels to inform you of this. You accept that new pricing comes into force at the beginning of the next billing cycle, and that you are expected to provide appropriate details to allow us to charge you.

9.3) Payments will be taken automatically at the end of the billing cycle until we or you terminate your usage of Clockerly.

9.4) You accept that if you do not provide us with due payment, we reserve the right to terminate your usage of Clockerly without warning.

10) Termination

10.1) Without limiting any other provision of these terms, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of Clockerly (including blocking certain ip addresses), to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these terms or of any applicable law or regulation.

10.2) We may terminate your use or participation in Clockerly or delete your company account, manager account, employee account or any other data or information that you have created at any time, without warning, in our sole discretion.

10.3) If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.

10.5) You may only resume using the system with our express permission. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

10.4) You may appeal to account terminations, but we reserve the right to make the final judgement on all termination cases and appeals. SERVICES

11) Services

11.1) Subject to the terms and conditions of this document, Code Development will provide and maintain Clockerly and related services, and take due care in assuring the quality of services promised are met.

11.2) There are no Service Level Agreements (SLA) and therefore no Service Level Guarantees (SLG) made by agreeing to this document or using the application. This means that Code Development are not required to fix or amend any problems or errors faster than they choose to, at their sole discretion.

BRANDING, COPYRIGHTS AND AFFILIATES.

12) Google Play and Android

12.1) You acknowledge that by downloading Clockerly from the Google Play Store you accept any terms and conditions that are laid out by that service in addition to these terms.

12.2) You acknowledge that by installing Clockerly onto an Android Operating System, you accept any terms and conditions that are laid out by that service in addition to these terms.

12.3) In the case that any terms in any items laid out in this document conflict with the terms of either Google Play or Android, the terms of those services take priority. Any terms within this document that conflict with terms in those can be considered severable, and do not waive the validity of the rest of the document.

13) Clockerly System, Trademarks and Branding Ownership

13.1) Unless otherwise indicated, Clockerly (and any related services) is our proprietary property and all source code, databases, functionality and software (collectively “the back-end”), all app designs, audio, video, text, photographs, and graphics on Clockerly and clockerly.com (collectively, the “front-end”) and the trademarks, service marks, and logos contained therein (collectively, the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United Kingdom, foreign jurisdictions, and international conventions.

13.2) The Content and the Marks are provided on the Site and app “AS IS” for your information and personal use only. Except as expressly provided in these terms, no part of Clockerly or clockerly.com and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

13.3) We reserve all rights not expressly granted to you in and to the app, Content and the Marks

DISCLAIMER AND INDEMNITY

14) Disclaimer

14.1) You accept that Clockerly is provided on an as-is and as-available basis.

14.2) You agree that your use of Clockerly will be at your sole risk.

14.3) To the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with Clockerly and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no warranties or representations about the accuracy or completeness of the data captured or produced by the app.

14.4) We will assume no liability or responsibility for anything including, but not limited to: (i) errors, mistakes, or inaccuracies of data (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of Clockerly (iii) any unauthorized access to or use of our servers or Google Firebase configuration and/or any and all personal information and/or financial information stored therein (iv) any interruption or cessation of transmission to or from Clockerly (v) any bugs, viruses, trojan horses, or the like which may be transmitted to or through Clockerly by any third party and/or (vi) any errors or omissions in any data or for any loss or damage of any kind incurred as a result of the use of any data posted, transmitted, or otherwise made available or from Clockerly.

14.5) We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through Clockerly, any hyperlinked website, or any website or mobile application featured in any banner or other advertising, and we will not be a party to or in any way be responsible for monitoring any transaction between you and any third-party providers of products or services. as with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.

15) Limitation of Liability

15.1) In no event will we or our directors, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special or punitive damages including lost profit, lost revenue, loss of data or other damages which arise from your use of Clockerly or Clockerly Services, even if we have been advised of the possibility of such damages.

16) Indemnification

16.1) You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: i) use of the app ii) breach of these terms iii) any breach of your representations and warranties set forth in these terms iv) your violation of the rights of a third party, including but not limited to intellectual property rights.

16.2) Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims.

16.3) We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

OTHER MATTERS

17) Additional Terms

17.1) The other referenced document in this agreement is the Privacy Policy . This is also agreed with upon agreeing to these terms and conditions, and is equally binding.

18) Electronic Communications, Transactions, and Signatures

18.1) Using Clockerly, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and through Clockerly, satisfy any legal requirement that such communication be in writing.

18.2) You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via clockerly or clockerly services.

18.3) You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

19) Miscellaneous

19.1) These terms and any policies or operating rules posted by us on Clockerly or Clockerly.com constitute the entire agreement and understanding between you and us.

19.2) Our failure to exercise or enforce any right or provision of these terms shall not operate as a waiver of such right or provision.

19.3) These terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time.

19.4) We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.

19.5) Except as set forth below: (i) the laws of the United Kingdom excluding the UK’s conflict of laws rules, will apply to any disputes arising out of or related to the Terms or the APIs and (ii) ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS OR THE APIS WILL BE LITIGATED EXCLUSIVELY IN THE JURISDICTION OF UK COURTS AND YOU AND CODE DEVELOPMENT LIMITED CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS

19.6) If any provision or part of a provision of these terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these terms and does not affect the validity and enforceability of any remaining provisions.

19.7) There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these terms or use of Clockerly.

19.8) You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

Contact

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at: Contact:

Address: Code Development Ltd. 53 Manchester St., W1U 7LP, Westminster, London

Phone: +44 20 3637 4471

Email: support@codedevelopment.com