Clockwork Platform, Inc. operates HiBeam and the associated messaging application found here: https://hibeamapp.com/ (“Clockwork,” “HiBeam,” “we,” “us” or similar terms)
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND CLOCKWORK WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
- HiBeam is an online platform and messaging app powered by artificial intelligence and machine learning (the “Platform”) that provides Creators with a productive message management workplace.
- The Platform analyzes, processes, tags, categorizes and prioritizes DMs and comments from your followers on social media platforms (“Engagements”), such as YouTube and Facebook. The Engagements are brought into the Platform via APIs offered by these social media platforms, which are licensed to us by these same social media platforms.
- The Platform informs You of opportunities, content suggestions, and frequently asked questions based on your Engagements. The Platform may also periodically uses human review to improve our algorithms and functionality.
- Age of Access
You ask that You be at least 18 years old to use the Platform. If You are under the age of 13, You may not use our Platform in any manner nor may You register for an account. If you are 13 years or older but less than 18 years old, by using our Platform, You are representing that You have obtained your parent or guardian’s permission (i.e., You are representing and warranting that You have obtained the appropriate permissions to use our Platform).
- Subscription, Pricing, and Billing
The most up-to-date subscription fees for the Platform and payment information may be found at the following link: https://hibeamapp.com/
- Subscription Fees and Payments
- License to Creator
- Upon payment of the fees charged for your use of the Platform, we hereby grant You a limited, non-exclusive license to register an account to access and use the Platform to manage Engagements for Your own personal and commercial purposes. This license is personal to You and your registered account, and this license, may not be assigned or sublicensed to anyone else without our express written consent. All rights not expressly granted by us are reserved.
- You shall not share your account or password, and you shall protect the security of your account and your password. You shall be responsible for any activity associated with your account.
- License Conditions
As a condition for granting the rights provided herein, You agree that You will not engage in any activity that would interfere with or damage or harm the Platform, including by way of example, uploading any spyware, virus, malicious code, data sniffing software, or data mining bots or similar data gathering or extraction methods.
- Platform Operations and General Rights
- The Platform may collect, review, analyze, tag, aggregate, and process data uploaded or created by the Creator on the Platform and the Engagements received from social media APIs to inform You of opportunities, content suggestions, and frequently asked questions from your followers.
- Based on the frequency, volume and content of Your Engagements, the Platform may recommend third party products and services that may be of interest or relevant.
- The Platform may review, aggregate, collect, and process data from Creator Engagements to improve Platform features and Third Party Offerings.
- Creator Responsibilities
- When using the Platform, You may receive Engagements from social media presences managed by You. You are solely responsible for assessing and verifying the identity and trustworthiness of the source and content of any Engagements. We are not responsible for the content or source of these Engagements and shall have no liability in connection therewith.
- When you respond to Engagements via the Platform, You are solely responsible for communications with your followers.
- The Platform assumes no responsibility for monitoring, verifying or blocking the identity or trustworthiness of the source or content of any Engagements.
- You shall only use the Platform in a manner that complies with applicable laws. If your use of the Platform is prohibited by applicable laws, then you aren’t authorized to use the Platform. The Platform will not assume responsibility for ensuring that your activities on the Platform meet applicable legal requirements and accepts no liability or responsibility for your misuse or unlawful use of the Platform.
- You shall comply with the community guidelines and standards of the social platforms that are integrated into the Platform including:
- Youtube community guidelines https://www.youtube.com/howyoutubeworks/policies/community-guidelines/#community-guidelines)
- Facebook community guidelines (https://transparency.fb.com/policies/community-standards/?from=https%3A%2F%2Fwww.facebook.com%2Fcommunitystandards).
- You are required to send SMSs via the Platform in full compliance with all applicable laws, rules and regulations, including without limitation, all local, state, federal and foreign laws, rules and regulations. This includes but is not limited to the Telephone Consumer Protection Act, as amended (“TCPA”), the Federal Trade Commission rules, Federal Communications Commission rules, the National DNC list registry rules, and various other laws, rules and regulations which place restrictions on certain types of phone calls and text messages.
- You may not access the Platform for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or other competitive purposes. You will not reverse engineer, decompile, disassemble, derive, or otherwise create, attempt to derive or create, or assist anyone else to derive or create, the source code of any software provided in connection with our Platform.
- You shall not make available to any third party the Platform or in any way modify or make derivative works based upon the Platform or the Platform or embed the Platform as an “iframe” or “frame” from within another application; or reverse engineer or access the Platform in order to (a) build a competitive product or service, (b) build a product using ideas, features, functions or graphics that are similar to those related to the Platform, r (c) copy any ideas, features, functions or graphics of the Platform.
- You are responsible for maintaining the confidentiality of your usernames, passwords and accounts.
- You are responsible for obtaining and maintaining all computer hardware, software, and communications equipment needed to access the Platform and for paying all access charges (e.g., Internet service provider, telecommunications) incurred while using the Platform.
- Third-Party Offerings
Based on your Engagements, the Platform may recommend third party products and services that may be of interest or relevant. By using the Platform, You will have the ability to access services provided by third parties (“Third Party Offerings”). Your use of any Third Party Offerings provided on this Platform or a third party website is at Your own risk. The Platform does not monitor or have any control over, and makes no claim or representation regarding Third Party Offerings and accepts no responsibility for reviewing changes or updates to, or the quality, policies, nature or reliability of, Third Party Offerings. You should review applicable terms and policies, including privacy and data gathering practices, of any third party, and should make whatever investigation You feel necessary or appropriate before proceeding with any transaction with any third party.
- Account Ownership Disputes
- In the unlikely event that there is a dispute over the ownership of your account, we have the right to request additional information from You to determine ownership and settle the dispute. The information that we may request to assist in resolving ownership disputes includes the following:
- a copy of Your photo ID;
- Your business documents, including a Charter, Certificate of Incorporation, LLC Agreement, business license, or other documentation showing ownership of Your entity;
- Your billing information and details; and
- Other documentation as we deem necessary to settle the dispute
- Should a dispute arise, we reserve the right determine the account ownership in its sole judgment, and the ability to transfer the account to the rightful owner, unless otherwise prohibited by law. We also reserve the right to require the disputing parties to settle the matter by litigation or binding arbitration. Until the dispute is resolved, we reserve the right to suspend and deny access to the account.
- You may delete Your account at any time.
- Any account may be deleted by Platform if it remains inactive (e.g., You fail to log in) for a continuous period of at least twelve (12) months. Activity will be determined by Clockwork in its sole discretion.
- If you delete your account at your convenience, any pre-paid subscription fees shall not be refunded.
- Service Levels and Disclaimer
- We transmit and receive Engagement on the Platform via major telecommunications companies and mobile network operators, and thus our influence over the timing of the transmission of your messages is only within the technical constraints imposed upon the Platform. While we shall use commercially reasonable efforts to transmit your messages to the applicable network for final delivery to your designated recipients as fast as possible, we cannot commit to, and do not guarantee, a specific maximum delivery time.
- The Platform may or may not be available in all countries or regions of the world, may be available under different names in different countries, and, where applicable, may be approved or cleared by a government regulatory body for sale or use with different indications and restrictions in different countries.
- Errors and Corrections
We reserve the right to modify the functionality and features of the Platform at any time in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some or all of the Platform to Creators.
- Warranty Disclaimer and Liability
- Any information publicly or privately transmitted through the Platform by You, or third parties working on your behalf, or SMS messages created by You using the Platform (collectively, the “Message Information”), are solely your responsibility, and You use and access all such Message Information at your own risk, and we are not responsible for any errors or omissions in that Message Information or for any damages or loss You might suffer in connection with it.
- Limitations of Liability
- YOU AGREE THAT CLOCKWORK, INCLUDING ITS EMPLOYEES, OFFICERS, DIRECTORS, AND AGENTS, SHALL NOT BE LIABLE FOR ANY KIND OF LOSS, INJURY, CLAIM, OR DAMAGES RESULTING FROM YOUR USE OF THE CLOCKWORK PLATFORM.
- YOU AGREE THAT CLOCKWORK SHALL NOT BE LIABLE FOR ANY INJURIES, LOSSES, CLAIMS, OR DAMAGES THAT RESULT FROM YOUR USE OR ENGAGEMENT WITH THIRD PARTY CONTENT, DOWNLOADS, OR COMMUNICATIONS.
- CLOCKWORK IS NOT LIABLE FOR ANY LOSSES OR DAMAGE CAUSED BY ANY VIRUSES, DISTRIBUTED DENIAL OF SERVICE ATTACKS, AND ANY AND ALL OTHER MALICIOUS COMPUTER CODE. MALICIOUS COMPUTER CODE MEANS COMPUTER CODE OR OTHER MECHANISMS OF ANY KIND DESIGNED TO DISRUPT, DISABLE OR HARM IN ANY MANNER THE OPERATION OF ANY SOFTWARE OR HARDWARE OR OTHER BUSINESS PROCESSES OR TO MISUSE, GAIN UNAUTHORIZED ACCESS TO OR MISAPPROPRIATE ANY BUSINESS OR PERSONAL INFORMATION, INCLUDING WORMS, BOMBS, BACKDOORS, CLOCKS, TIMERS, OR OTHER DISABLING DEVICE CODE, OR DESIGNS OR ROUTINES THAT CAUSE SOFTWARE OR INFORMATION TO BE ERASED, INOPERABLE, OR OTHERWISE INCAPABLE OF BEING USED, EITHER AUTOMATICALLY OR WITH PASSAGE OF TIME OR UPON COMMAND.
- CLOCKWORK DOES NOT GUARANTEE THAT ANY FILES AVAILABLE FOR DOWNLOADING FROM THE PLATFORM WILL BE COMPLETELY FREE FROM VIRUSES OR OTHER HARMFUL COMPUTER CODE.
- THE PLATFORM IS PROVIDED TO YOU ON AN “AS IS, AS AVAILABLE” BASIS. AS SUCH, YOU AGREE TO HAVE AN EXTERNAL METHOD OF RECOVERING ANY LOST CONTENT OR DATA THAT MAY BE UPLOADED TO THE CLOCKWORK PLATFORM.
- CLOCKWORK DISCLAIMS ANY WARRANTIES TO THE PLATFORM AND THE CONTENT CONTAINED THEREIN, INCLUDING THE ACCURACY OR COMPLETENESS OF ANY CONTENT OR ANY STATEMENTS OR REPRESENTATIONS MADE THEREIN, WARRANTIES FOR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE.
- CLOCKWORK SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OF OR INABILITY TO USE THE PLATFORM.
- YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE PLATFORM COMPLIES WITH APPLICABLE LAW AND DOES NOT VIOLATE THE RIGHTS OF ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY RIGHTS. YOU ASSUME ALL LIABILITY FOR ANY CLAIMS, SUITS OR GRIEVANCES FILED AGAINST YOU, INCLUDING, BUT NOT LIMITED TO, ALL DAMAGES RELATED TO YOUR USE OF THE PLATFORM.
- SHOULD CLOCKWORK’S LIMITATION OF LIABILITY NOT BE APPLICABLE, CLOCKWORK’S SOLE OBLIGATION TO YOU, OR ANY THIRD PARTY, FOR DAMAGES SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO CLOCKWORK OVER THE PRIOR SIX (6) MONTHS DIRECTLY PRECEDING YOUR CLAIM, UNLESS OTHERWISE REQUIRED BY LAW.
- YOU AGREE THAT CLOCKWORK SHALL NOT BE LIABLE FOR ANY CONTENT THAT APPEARS ON THE PLATFORM.
- YOU AGREE THAT ANY CAUSE OF ACTION OR CLAIM THAT YOU MAY HAVE AGAINST CLOCKWORK MUST BE BROUGHT AGAINST US WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ARISES. SHOULD YOU NOT COMMENCE SUCH CAUSE OF ACTION OR CLAIM WITHIN THIS TIME PERIOD, IT SHALL BE BARRED.
- Clockwork Warranty and Remedies for Violations
Clockwork represents and warrants that Creator’s use of the Platforms shall not be materially encumbered by any third-party claim that Clockwork has infringed such third party’s intellectual property or similar rights. As a condition precedent to any other remedy, Creator’s first remedy to any breach of the obligations in this Section shall be provision by Clockwork of a reasonable workaround or other accommodation that enables Creator to continue using the Platforms substantially in accordance with this Agreement. Subject to the foregoing, Creator’s sole and exclusive remedy to a breach of the obligations in this Section shall be termination and refund of any pre-paid subscription fees.
- Entire Agreement; Severability of Provisions; No Waiver
- No waiver of any provision hereof shall be valid unless in writing signed by the parties. Any failure to enforce any right or remedy hereunder shall not operate as a waiver of the right to enforce such right or remedy in the future or of any other right or remedy
You represent and warrant that You are not, nor are You owned or controlled directly or indirectly by, any person, group, entity or nation named on any list issued by the Department of the Treasury’s Office of Foreign Asset Control (“OFAC”), or any similar list or by any law, order, rule or regulation or any Executive Order of the President of the United States, including Executive Order 13224, as a "Specially Designated National and Blocked Person”, terrorist, or other banned or blocked person (any such person, group, entity or nation being hereinafter referred to as a (“Prohibited Person”); (ii) You are not (nor are You owned or controlled, directly or indirectly, by any person, group, entity or nation which is) acting directly or indirectly for or on behalf of any Prohibited Person; (iii) You (and any person, group, or entity which You control, directly or indirectly) have not conducted nor will conduct business nor have engaged nor will engage in any transaction or dealing with any Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation, including, without limitation, the making or receiving of any contribution of funds, good or services to or for the benefit of a Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation; (iv) You are not prohibited by any sanctions program as maintained by OFAC from transacting with Clockwork, including those sanctions programs currently in effect with respect to Cuba, Iran, North Korea, Syria, Venezuela, or Crimea. In connection with the foregoing, it is expressly understood and agreed that the representations and warranties contained in this subsection shall be continuing in nature.
- Governing Law and Jurisdiction; Disputes and Arbitration
- ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
- OPT-OUT OF AGREEMENT TO ARBITRATE. YOU CAN DECLINE THIS AGREEMENT TO ARBITRATE WITHIN 30 DAYS OF FIRST REGISTERING YOUR ACCOUNT BY CONTACTING US AT email@example.com.
- YOU AND PLATFORM AGREE TO WAIVE THE RIGHT TO TRIAL BY JURY. YOU FURTHER AGREE THAT ANY PROCEEDINGS TO RESOLVE ANY DISPUTES SHALL BE DONE SOLELY ON AN INDIVIDUAL BASIS AND THAT YOU WILL NOT SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU ACT OR PROPOSE TO ACT IN A REPRESENTATIVE CAPACITY.
- The arbitration will be conducted in New York County, New York, unless You and HiBeam agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall be deemed as preventing Platform or Creator from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, dilution, or violation of our data security, intellectual property rights, or other proprietary rights.
- The Platform or Creator may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Platform or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to You or Your claim, You agree to the exclusive jurisdiction of the state or federal courts located in the County of New York in the State of New York to resolve Your claim.
- You also agree that no proceeding will be joined, consolidated, or combined with another proceeding without the prior written consent of the Platform and all parties to any such proceeding
- Intellectual Property rights
- Without prejudice to any more specific provision of these Terms, any intellectual property rights, such as copyrights, trademark rights, patent rights and design rights related to this Website are the exclusive property of the Platform or its licensors and are subject to the protection granted by applicable laws or international treaties relating to intellectual property.
- All trademarks — nominal or figurative — and all other marks, trade names, service marks, word marks, illustrations, images, or logos appearing in connection with this Website are, and remain, the exclusive property of the Platform or its licensors and are subject to the protection granted by applicable laws or international treaties related to intellectual property.
- Contact us
Clockwork Platform Inc.
300 Graham Ave, 3A, Brooklyn NY 11211
Effective Date March 01, 2022.