Terms of Service

Article I: Acceptance of Terms

1.1 Binding Agreement

These Terms of Service (this "Agreement" or these "Terms") constitute a legally binding contract between you (the "User," "you," or "your") and Zaboca Holdings Inc., a Delaware corporation ("CLÖCKH," "we," "us," or "our"), governing your access to and use of the CLÖCKH platform, including the website accessible at getclockh.com and clockh.co (collectively, the "Website"), the CLÖCKH mobile and web applications (the "App"), and all associated services, features, content, and functionality provided by CLÖCKH (collectively, the "Platform" or "Services").

1.2 Acceptance by Conduct

By creating an account on the Platform, accessing the Platform, browsing the Website, downloading or installing the App, submitting User Content (as defined in Article II), initiating or completing a transaction, or otherwise using any feature or functionality of the Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement and all policies incorporated herein by reference, including but not limited to the Privacy Policy, Community Guidelines, and Refund and Cancellation Policy (collectively, "Incorporated Policies"). If you do not agree to this Agreement or any Incorporated Policy, you must immediately discontinue all use of the Platform and may not create or maintain an account.

1.3 Eligibility Requirements

You represent and warrant that: (a) you are at least eighteen (18) years of age or the age of legal majority in your jurisdiction of residence, whichever is greater; (b) you possess the legal capacity and authority to enter into this Agreement and to use the Platform in accordance with this Agreement; (c) if you are using the Platform on behalf of a business entity, organization, or other legal entity, you are authorized to bind that entity to this Agreement; (d) you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, or that has been designated by the U.S. government as a "terrorist supporting" country; and (e) you are not listed on any U.S. government list of prohibited or restricted parties, including the Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Persons List or Entity List.

1.4 Authority to Bind Entity

If you are entering into this Agreement on behalf of a company, organization, partnership, limited liability company, or other legal entity (an "Entity"), you represent and warrant that you have the legal authority to bind that Entity to this Agreement, that you have read and understood this Agreement, and that you agree to this Agreement on behalf of the Entity you represent. In such case, "you" and "your" shall refer to both you as an individual and the Entity on whose behalf you are acting. If you do not have such authority, or if the Entity does not agree with this Agreement, you must not accept this Agreement and may not use the Platform on behalf of the Entity.

1.5 Incorporation of Policies

This Agreement expressly incorporates by reference the following policies, all of which are accessible on the Website and are deemed part of this Agreement: (a) the Privacy Policy, which governs CLÖCKH's collection, use, storage, and disclosure of your personal information and data; (b) the Community Guidelines, which set forth standards of conduct and prohibited behaviors on the Platform; and (c) the Refund and Cancellation Policy, which governs refunds, cancellations, disputes, and chargebacks for transactions conducted via the Platform. In the event of any conflict between this Agreement and any Incorporated Policy, this Agreement shall control unless the Incorporated Policy expressly states that it supersedes a specific provision of this Agreement. Your continued use of the Platform after any update to an Incorporated Policy constitutes your acceptance of that updated policy.

Article II: Definitions

2.1 Defined Terms

Unless the context clearly requires otherwise, the following terms shall have the meanings set forth below when used in this Agreement:

(a) "Account" means a user account created by a User on the Platform, which may be designated as a Client Account, Service Provider Account, or both, as applicable, and which contains User profile information, transaction history, communications, and other data associated with the User's use of the Platform.

(b) "Client" means a User who uses the Platform to engage, hire, or contract with Service Providers for the provision of Services or to make purchases of goods or services offered via the Platform.

(c) "CLÖCKH Parties" means, collectively, Zaboca Holdings Inc., its parent companies, subsidiaries, affiliates, related entities, officers, directors, employees, agents, representatives, partners, contractors, service providers, successors, and assigns.

(d) "Community Guidelines" means the standards of conduct and prohibited behaviors published by CLÖCKH and accessible via the Website, as may be updated from time to time, which are incorporated into this Agreement by reference.

(e) "Confidential Information" means any non-public, proprietary, or confidential information disclosed by one party to another party, whether orally or in writing, in connection with the Platform or this Agreement, including but not limited to business plans, technical data, customer lists, financial information, trade secrets, and any other information that is marked as confidential or that would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

(f) "Dispute" means any controversy, claim, dispute, or disagreement arising out of or relating to this Agreement, the Platform, or the relationship between you and CLÖCKH, including but not limited to claims arising under contract, tort, statute, regulation, ordinance, fraud, misrepresentation, or any other legal or equitable theory, and including disputes regarding the formation, breach, termination, validity, interpretation, scope, or enforceability of this Agreement or any provision hereof.

(g) "Intellectual Property Rights" means all intellectual and industrial property rights of any kind, including but not limited to patents, copyrights, moral rights, trademarks, service marks, trade names, trade dress, trade secrets, know-how, database rights, design rights, domain names, and any other proprietary rights, whether registered or unregistered, and all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection that exist or may exist anywhere in the world.

(h) "Payment Partner" means the third-party payment processing service provider retained by CLÖCKH to facilitate transactions on the Platform, including but not limited to the collection, holding, and disbursement of funds in connection with transactions between Users.

(i) "Personal Information" means any information relating to an identified or identifiable natural person, as defined in applicable data protection laws, including but not limited to name, email address, mailing address, phone number, payment information, government-issued identification information, and any other information that can be used alone or in combination with other information to identify, contact, or locate an individual.

(j) "Platform" means the CLÖCKH online marketplace platform, including the Website, the App, all software, technology, infrastructure, interfaces, tools, features, functionality, content, and services provided by CLÖCKH via any medium, whether web-based, mobile, or otherwise.

(k) "Privacy Policy" means CLÖCKH's privacy policy published on the Website and accessible at getclockh.com/privacy, as may be updated from time to time, which is incorporated into this Agreement by reference.

(l) "Project Contract" means an agreement or arrangement between a Client and a Service Provider for the provision of Services, formed via the Platform, which may be memorialized in writing via the Platform's communication tools or may be implied by the parties' conduct in using the Platform to facilitate a transaction.

(m) "Refund and Cancellation Policy" means CLÖCKH's policy governing refunds, cancellations, disputes, and chargebacks, published on the Website and accessible at getclockh.com/refund-policy, as may be updated from time to time, which is incorporated into this Agreement by reference.

(n) "Service Fees" means the fees charged by CLÖCKH for use of the Platform, including but not limited to transaction fees, processing fees, subscription fees (if applicable), and any other fees disclosed on the Website or communicated to Users via the Platform.

(o) "Service Provider" means a User who uses the Platform to offer, market, or provide Services to Clients, or to list goods or services for sale or purchase via the Platform.

(p) "Services" means the services, work, labor, goods, products, deliverables, or other value provided by Service Providers to Clients via the Platform or arranged through the Platform.

(q) "User" or "Users" means any individual or Entity that accesses or uses the Platform, whether as a Client, Service Provider, or visitor, and includes both registered account holders and non-registered visitors to the extent applicable.

(r) "User Content" means any content, materials, information, data, text, images, photographs, graphics, videos, audio, software, code, comments, reviews, ratings, messages, communications, postings, feedback, suggestions, or other materials of any kind that Users submit, post, upload, transmit, display, or otherwise make available via the Platform, including but not limited to profile information, project descriptions, proposals, bids, reviews, messages, and any other content generated by Users.

(s) "Website" means the websites operated by CLÖCKH and accessible at getclockh.com (the marketing site) and clockh.co (the application interface), and all associated subdomains, including all web pages, interfaces, and content hosted thereon.

2.2 Interpretation and Construction

In the interpretation and construction of this Agreement: (a) article, section, and subsection headings are provided for convenience and ease of reference only and shall not affect interpretation; (b) the singular includes the plural and vice versa, and each gender includes all genders; (c) the words "including," "includes," "such as," "for example," "e.g.," or similar phrases shall be deemed to mean "including but not limited to" and shall not be construed to limit the generality of any preceding statement; (d) references to "Article," "Section," or similar terms refer to articles and sections of this Agreement unless context clearly indicates otherwise; (e) the words "herein," "hereof," "hereunder," and similar terms refer to this Agreement as a whole and not to any particular provision unless context clearly indicates otherwise; (f) "writing" and "written" include electronic communications; (g) any ambiguity or uncertainty shall not be construed against the drafting party but shall be resolved through application of applicable law and principles of fair dealing; and (h) this Agreement shall be construed as if drafted jointly by the parties.

Article III: Modification of Terms

3.1 Right to Modify

CLÖCKH reserves the right, in its sole and absolute discretion, to modify, amend, supplement, replace, or otherwise alter this Agreement at any time and for any reason, including but not limited to reasons such as: (a) changes in applicable law, regulation, or legal requirements; (b) changes in business practices, service offerings, or Platform features; (c) changes in technology, security measures, or industry standards; (d) changes resulting from user feedback, disputes, or operational lessons learned; or (e) changes deemed necessary or advisable by CLÖCKH's management or legal counsel.

3.2 Notice of Modifications

When CLÖCKH modifies this Agreement, CLÖCKH shall provide notice to Users via one or more of the following methods: (a) posting the updated Agreement on the Platform with a new "Last Updated" date; (b) sending email notification to the email address associated with the User's Account; (c) displaying an in-app notification or prominent banner within the Platform interface; or (d) posting a notice on the Website homepage. For material changes (meaning changes that substantially alter Users' rights, obligations, or exposure to liability in ways that Users would not reasonably anticipate), CLÖCKH shall provide additional notice via email or in-app notification and shall provide Users with a reasonable opportunity to review the changes before they take effect.

3.3 Effective Date of Modifications

Unless otherwise specified by CLÖCKH in the notice of modifications, modifications to this Agreement shall become effective: (a) for material changes, thirty (30) calendar days after notice is provided to Users; or (b) for non-material changes (such as clarifications, corrections of typographical errors, or administrative updates that do not substantively affect Users' rights or obligations), immediately upon posting of the updated Agreement on the Platform. CLÖCKH shall use reasonable efforts to distinguish between material and non-material changes in its notice to Users.

3.4 Acceptance of Modifications

Your continued access to or use of the Platform after modifications to this Agreement become effective constitutes your acceptance of the modified Agreement. If you do not agree to any modification, your sole remedy is to discontinue use of the Platform and close your Account in accordance with Article XV. CLÖCKH is not obligated to provide compensation, refunds, or other consideration to Users who discontinue use of the Platform as a result of modifications to this Agreement, except as may be required by applicable law or as expressly set forth in the Refund and Cancellation Policy.

3.5 No Waiver by Delay

CLÖCKH's failure to exercise or enforce any right or provision of this Agreement, or CLÖCKH's delay in doing so, shall not constitute a waiver of such right or provision or a waiver of CLÖCKH's right to exercise or enforce such right or provision in the future. No waiver shall be effective unless made in writing and signed by an authorized representative of CLÖCKH.

Article IV: Platform Overview and Description of Services

4.1 Nature of Platform

CLÖCKH operates an online marketplace platform that connects Clients with Service Providers and facilitates transactions for services and goods. The Platform provides tools, features, and functionality that enable Users to: (a) create and maintain user profiles and accounts; (b) search for, discover, and evaluate Service Providers or Clients; (c) communicate and negotiate regarding potential Project Contracts; (d) enter into Project Contracts with other Users; (e) facilitate payments and fund transfers in connection with Project Contracts; (f) submit and view reviews, ratings, and feedback; (g) resolve disputes; and (h) access other features and services provided by CLÖCKH from time to time.

4.2 Role of CLÖCKH

CLÖCKH acts solely as an intermediary and marketplace operator, providing the Platform as a venue for Users to connect and transact with one another. CLÖCKH is not a party to any Project Contract between Users. CLÖCKH does not provide the Services that Service Providers offer to Clients and is not responsible for the quality, safety, legality, or suitability of any Services provided by Service Providers. CLÖCKH does not employ, supervise, direct, control, or endorse Service Providers. Each Service Provider is an independent contractor and is solely responsible for the Services they provide, for compliance with all applicable laws and regulations, and for all taxes, insurance, licensing, permits, and other requirements related to their provision of Services. CLÖCKH does not guarantee the performance, reliability, or quality of any Service Provider or any Services provided via the Platform.

4.3 No Agency or Employment Relationship

No agency, partnership, joint venture, employer-employee, or franchisor-franchisee relationship is created between CLÖCKH and any User, including Service Providers, by virtue of this Agreement or by the User's use of the Platform. Users are not authorized to act on behalf of CLÖCKH, to bind CLÖCKH to any obligation, or to make representations or warranties on behalf of CLÖCKH. Service Providers are independent contractors who control the manner and means of providing their Services and are not subject to CLÖCKH's direction or control with respect to the performance of Services, except to the extent required by this Agreement or applicable law for purposes of maintaining the integrity and safety of the Platform.

4.4 Platform Features

Subject to your compliance with this Agreement and payment of applicable Service Fees, CLÖCKH grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform for your personal or internal business purposes in accordance with this Agreement. The Platform may include, without limitation, the following features and functionality: (a) user registration and account management; (b) profile creation and editing tools; (c) search, filtering, and discovery tools for finding Service Providers or Clients; (d) communication tools for messaging, video calls, or other interactions between Users; (e) transaction tools for initiating, managing, and completing payments; (f) review and rating systems; (g) dispute resolution tools and mediation services; (h) data analytics, reporting, and dashboard features; (i) integration with third-party services and platforms; and (j) any other features, tools, or services that CLÖCKH may introduce from time to time.

4.5 Changes to Platform

CLÖCKH reserves the right, in its sole discretion, to modify, suspend, discontinue, or terminate any aspect of the Platform, including features, functionality, availability, design, content, or technical specifications, at any time and without prior notice to Users. CLÖCKH may introduce new features that are subject to additional terms and conditions, or may remove existing features, without liability to Users. CLÖCKH is not obligated to provide any particular feature or functionality and may change the Platform in any manner CLÖCKH deems appropriate for business, technical, legal, or other reasons. You acknowledge that CLÖCKH's modification or discontinuation of the Platform or any feature thereof may affect your ability to access or use certain aspects of the Platform, and CLÖCKH shall have no liability to you for such modifications or discontinuations except as may be required by applicable law.

4.6 Third-Party Integrations

The Platform may integrate with or provide access to third-party services, platforms, websites, applications, or content (collectively, "Third-Party Services"), including payment processing services provided by our Payment Partner. Your use of Third-Party Services is subject to the terms and conditions and privacy policies of the applicable third-party service providers, and CLÖCKH is not responsible or liable for any aspect of such Third-Party Services. You acknowledge and agree that CLÖCKH does not endorse, control, or assume any responsibility for Third-Party Services, and that CLÖCKH makes no representations or warranties regarding Third-Party Services. CLÖCKH may change, suspend, or terminate integrations with Third-Party Services at any time without notice to Users.

Article V: User Accounts and Registration

5.1 Account Creation

In order to access certain features of the Platform, you must create an Account by providing accurate, current, and complete information as prompted by the Platform's registration process. You may be required to provide your full legal name, email address, phone number, mailing address, date of birth, government-issued identification information, payment information, tax information, and other information as specified by CLÖCKH or as required by our Payment Partner or applicable law. You agree to provide truthful, accurate, and complete information during the registration process and to update such information promptly if it changes. Providing false, misleading, or incomplete information, or failing to update your information, is a material breach of this Agreement and may result in suspension or termination of your Account.

5.2 Account Types

Users may create one or more of the following Account types: (a) a Client Account, which permits the User to engage Service Providers and initiate transactions as a Client; (b) a Service Provider Account, which permits the User to offer Services, receive payments, and engage with Clients as a Service Provider; or (c) a combined Account that allows the User to function as both a Client and a Service Provider. CLÖCKH reserves the right to limit, restrict, or prohibit Users from creating certain types of Accounts or from engaging in certain activities based on the User's location, qualifications, compliance history, or other factors.

5.3 Account Security

You are solely responsible for maintaining the confidentiality and security of your Account login credentials (including your username, password, and any two-factor authentication credentials) and for all activities that occur under your Account, whether or not authorized by you. You agree to: (a) use a strong and unique password for your Account; (b) enable two-factor authentication if offered by the Platform; (c) not share your Account credentials with any third party; (d) not allow any third party to access your Account; (e) immediately notify CLÖCKH of any unauthorized access to or use of your Account or any other breach of security; and (f) log out of your Account at the end of each session when using a shared or public computer. CLÖCKH is not liable for any loss or damage arising from your failure to comply with this Section or from unauthorized access to your Account.

5.4 Verification and Identity Checks

CLÖCKH reserves the right, at any time and without prior notice, to verify the information you provide, to conduct background checks, identity verification checks, criminal records checks, credit checks, or other checks as permitted by applicable law, and to request additional documentation or information from you to verify your identity, qualifications, financial standing, or compliance with this Agreement. You authorize CLÖCKH and its third-party service providers to conduct such checks and to obtain information from third-party sources, including credit bureaus, identity verification services, and public records databases. You agree to cooperate with all verification requests and to provide requested documentation promptly. CLÖCKH may suspend or terminate your Account or restrict your access to certain Platform features if you fail to cooperate with verification requests or if verification checks reveal information that, in CLÖCKH's sole discretion, indicates a risk to the Platform, other Users, or CLÖCKH.

5.5 Accuracy of Information

You represent and warrant that all information you provide to CLÖCKH, whether during registration or at any other time, is accurate, current, complete, and not misleading. You agree to promptly update your Account information if it changes and to maintain accurate and up-to-date information in your Account at all times. CLÖCKH relies on the accuracy of the information you provide in order to comply with legal obligations, process payments, verify your identity, assess risk, and provide the Platform. Providing inaccurate or false information is a material breach of this Agreement and may expose you to liability under applicable laws prohibiting fraud, identity theft, or misrepresentation.

5.6 Account Ownership and Transferability

Your Account is personal to you and may not be transferred, assigned, sold, or shared with any other person or Entity without CLÖCKH's prior written consent, which CLÖCKH may grant or withhold in its sole discretion. Any attempted transfer, assignment, or sale of your Account without CLÖCKH's consent is void and constitutes a material breach of this Agreement. CLÖCKH reserves the right to immediately suspend or terminate any Account that has been transferred or shared in violation of this Section. You may not create multiple Accounts for the purpose of evading restrictions, manipulating Platform features, or engaging in abusive or fraudulent conduct, and CLÖCKH may terminate all Accounts associated with such conduct.

5.7 Account Responsibilities

You are solely responsible for all activity conducted through your Account and for all User Content submitted via your Account. You agree to monitor your Account regularly for unauthorized activity and to report any suspicious activity to CLÖCKH immediately. You acknowledge that CLÖCKH cannot and does not verify the accuracy or authenticity of User Content submitted by other Users and that you use the Platform and interact with other Users at your own risk. CLÖCKH is not responsible for User conduct, the accuracy of User information, or any damages arising from User interactions or transactions.

Article VI: Service Fees and Payments

6.1 Service Fees

In consideration for your use of the Platform, you agree to pay CLÖCKH the applicable Service Fees as disclosed on the Website and as communicated to you via the Platform. Service Fees may include, without limitation: (a) transaction fees calculated as a percentage of the transaction value or as a fixed amount per transaction; (b) payment processing fees charged by our Payment Partner and passed through to Users; (c) subscription fees (if applicable) for access to premium features or enhanced functionality; (d) fees for additional services such as priority support, dispute resolution, or expedited withdrawals; and (e) any other fees disclosed to you at the time of account creation or transaction initiation. All Service Fees are disclosed prior to the completion of a transaction and are agreed to by you when you complete the transaction.

6.2 Payment Processing

All payments made via the Platform are processed by our Payment Partner. By using the Platform, you agree to comply with the Payment Partner's terms of service, acceptable use policies, and other requirements. You authorize CLÖCKH and the Payment Partner to charge your designated payment method for all applicable Service Fees, transaction amounts, and other charges incurred through your use of the Platform. You represent and warrant that you have the legal right to use any payment method you provide and that the information you provide regarding your payment method is accurate and complete.

6.3 Holding of Funds

For transactions between Clients and Service Providers, CLÖCKH, through our Payment Partner, may securely hold funds on behalf of Clients until the completion of Services or the fulfillment of the applicable Project Contract, at which time funds will be released to the Service Provider in accordance with the terms of the Project Contract and this Agreement. The specific terms governing the holding and release of funds, including timelines and conditions for release, are set forth in the Refund and Cancellation Policy. CLÖCKH and the Payment Partner do not provide banking services, and funds held via the Platform are not deposits, are not insured by any government agency, and do not earn interest unless otherwise specified.

6.4 Currency and Conversion

The Platform may display prices and transaction amounts in various currencies based on User preferences and location. The actual currency in which payments are processed depends on the configuration and capabilities of our Payment Partner. While the Platform is designed to facilitate payments in the User's local currency where possible, actual payment currency may vary. CLÖCKH is not responsible for currency conversion rates, foreign exchange fees, or other charges imposed by payment methods, banks, or payment processors. All currency conversions, if applicable, are handled by our Payment Partner in accordance with their terms and policies.

6.5 Taxes

Unless otherwise required by law, all Service Fees and amounts charged via the Platform are exclusive of all applicable taxes, including but not limited to sales tax, use tax, value-added tax (VAT), goods and services tax (GST), withholding tax, and other governmental fees, duties, or assessments (collectively, "Taxes"). You are responsible for paying all Taxes associated with your use of the Platform and your transactions, except for taxes based on CLÖCKH's net income. If CLÖCKH is required by law to collect or remit Taxes on your transactions, such Taxes will be added to the amount charged to you. You agree to provide CLÖCKH with any tax identification information or documentation reasonably requested by CLÖCKH for tax reporting or compliance purposes.

6.6 Fee Changes

CLÖCKH reserves the right to change, modify, increase, or decrease Service Fees at any time and in its sole discretion. CLÖCKH will provide notice of fee changes by posting updated fee information on the Website, by sending email notification to Users, or by displaying a notice within the Platform. Fee changes will apply to transactions initiated after the effective date of the change and will not apply retroactively to transactions completed prior to the effective date. Your continued use of the Platform after a fee change becomes effective constitutes your acceptance of the new fees.

6.7 Refunds and Chargebacks

Except as expressly set forth in the Refund and Cancellation Policy or as required by applicable law, all Service Fees paid to CLÖCKH are non-refundable. Service Fees are charged for CLÖCKH's provision of the Platform and are separate from amounts paid to Service Providers for Services. If a transaction is cancelled, reversed, or refunded in accordance with the Refund and Cancellation Policy, CLÖCKH may, in its sole discretion, refund a portion of the Service Fees, but CLÖCKH is not obligated to do so unless required by applicable law. CLÖCKH reserves the right to deduct from refunds any costs incurred by CLÖCKH in processing the refund, including payment processing fees. Initiating a chargeback through your payment provider without first attempting to resolve the matter with CLÖCKH in accordance with Article XI and the Refund and Cancellation Policy may result in immediate suspension or termination of your Account and may expose you to liability for damages, fees, and costs incurred by CLÖCKH as a result of the chargeback.

Article VII: User Obligations and Conduct Standards

7.1 Compliance with Laws

You agree to comply with all applicable federal, state, local, and international laws, regulations, ordinances, rules, and requirements in connection with your use of the Platform and your performance of or receipt of Services via the Platform, including but not limited to laws relating to: (a) consumer protection; (b) data protection and privacy; (c) electronic communications; (d) export control and economic sanctions; (e) anti-money laundering (AML) and counter-terrorism financing (CTF); (f) taxation; (g) employment and labor; (h) professional licensing and qualifications; (i) building codes, permits, and safety standards; and (j) intellectual property rights. You are solely responsible for determining which laws apply to your use of the Platform and for ensuring your compliance with such laws.

7.2 Truthfulness and Accuracy

You agree to provide truthful, accurate, complete, and not misleading information in all communications on the Platform, including but not limited to your profile information, project descriptions, proposals, bids, reviews, ratings, messages, and any other User Content. You agree not to misrepresent your identity, qualifications, experience, credentials, affiliations, or any other material fact. Misrepresentation or provision of false information is a material breach of this Agreement and may expose you to liability under laws prohibiting fraud, false advertising, or consumer deception.

7.3 Professional Conduct

You agree to conduct yourself in a professional, respectful, and courteous manner in all interactions with other Users and with CLÖCKH. You agree to: (a) communicate clearly, promptly, and in good faith; (b) honor all commitments and agreements you make with other Users; (c) perform Services or pay for Services in accordance with the terms agreed upon with the other party; (d) treat other Users, their property, and their information with respect and care; (e) resolve disputes in a constructive and non-confrontational manner; and (f) refrain from engaging in conduct that is abusive, threatening, harassing, defamatory, discriminatory, obscene, or otherwise inappropriate or offensive.

7.4 Licenses and Permits

If you are a Service Provider, you represent and warrant that you hold all licenses, permits, certifications, qualifications, insurance, and authorizations required by applicable law to provide the Services you offer via the Platform. You agree to maintain such licenses, permits, and qualifications in good standing throughout the duration of your use of the Platform and to provide proof of such licenses, permits, or qualifications to Clients or to CLÖCKH upon request. CLÖCKH does not verify Service Provider licenses, permits, or qualifications and is not responsible for ensuring that Service Providers are properly licensed or qualified. Clients are responsible for verifying that Service Providers hold appropriate licenses and qualifications before engaging them.

7.5 Insurance

If you are a Service Provider providing Services that involve physical work, access to property, use of equipment or vehicles, or other activities that present risk of injury or property damage, you are strongly encouraged to maintain appropriate insurance coverage, including general liability insurance, professional liability insurance, workers' compensation insurance (if applicable), and any other insurance required by applicable law or reasonably prudent for the Services you provide. CLÖCKH does not provide insurance coverage for Service Providers or Clients and is not responsible for any injury, damage, or loss arising from the provision or receipt of Services. You agree to indemnify and hold harmless CLÖCKH from any claims arising from your failure to maintain adequate insurance coverage.

7.6 Tax Obligations

You are solely responsible for determining, calculating, collecting, reporting, and remitting all Taxes applicable to your use of the Platform and your transactions, including but not limited to income tax, self-employment tax, sales tax, use tax, VAT, GST, and any other applicable Taxes. If you are a Service Provider, you are responsible for issuing invoices, receipts, or other documentation required by applicable tax law. CLÖCKH does not provide tax advice and is not responsible for your compliance with tax obligations. You agree to provide CLÖCKH with any tax identification information or tax forms (such as IRS Form W-9 or Form W-8) reasonably requested by CLÖCKH or required by law, and you acknowledge that CLÖCKH may report your transactions to tax authorities as required by law.

7.7 Employment and Labor Law Compliance

If you are a Service Provider, you acknowledge and agree that you are an independent contractor and not an employee, agent, or representative of CLÖCKH. You are solely responsible for compliance with all applicable employment and labor laws, including but not limited to laws relating to minimum wage, overtime, worker classification, unemployment insurance, workers' compensation, workplace safety, anti-discrimination, and any other employment-related requirements. You agree not to represent yourself as an employee or agent of CLÖCKH and to indemnify and hold harmless CLÖCKH from any claims, liabilities, or damages arising from your misclassification or from any employment-related claims brought by you or any person you hire or engage in connection with Services you provide.

7.8 Safety and Risk Management

You are solely responsible for your own safety and for the safety of others affected by your use of the Platform or your provision or receipt of Services. If you are a Service Provider, you agree to: (a) perform Services in a safe manner and in compliance with all applicable safety laws, regulations, and industry standards; (b) use appropriate safety equipment, protective gear, and precautions; (c) warn Clients and others of any hazards or risks associated with the Services or with access to the work site; (d) comply with Client instructions regarding safety, security, and property access; and (e) immediately cease work and notify the Client if you become aware of any unsafe condition or hazard. If you are a Client, you agree to: (a) provide Service Providers with accurate information regarding property conditions, hazards, and safety requirements; (b) ensure that the work site is reasonably safe for Service Providers to access and perform Services; and (c) comply with any safety recommendations or requirements communicated by Service Providers.

Article VIII: Prohibited Conduct

8.1 Fraudulent or Deceptive Conduct

You agree not to: (a) engage in any fraudulent, deceptive, misleading, or dishonest conduct in connection with the Platform; (b) misrepresent your identity, qualifications, experience, credentials, affiliations, location, or any other material fact; (c) provide false, inaccurate, or misleading information in your profile, project descriptions, proposals, bids, reviews, or any other User Content; (d) impersonate any person or entity or falsely claim an affiliation with any person or entity; (e) engage in "bait and switch" tactics by advertising Services or prices that you do not intend to honor; (f) manipulate reviews, ratings, or feedback by creating fake accounts, soliciting positive reviews, posting false negative reviews about competitors, or otherwise engaging in review fraud; (g) engage in bid manipulation, price fixing, collusion, or other anti-competitive conduct; or (h) engage in any other conduct that is fraudulent, deceptive, or misleading.

8.2 Illegal Activity

You agree not to use the Platform to: (a) engage in, facilitate, or promote any illegal activity, including but not limited to money laundering, terrorist financing, fraud, theft, distribution of counterfeit goods, trafficking in persons, exploitation of minors, drug trafficking, weapons trafficking, or any other criminal activity; (b) violate any applicable law, regulation, ordinance, or court order; (c) infringe or misappropriate the intellectual property rights, privacy rights, publicity rights, or other rights of any third party; (d) offer or provide Services that require a license, permit, or qualification that you do not hold; (e) offer or provide Services that are illegal in your jurisdiction or in the Client's jurisdiction; (f) evade or circumvent any restrictions, bans, or limitations imposed by CLÖCKH or by applicable law; or (g) assist or encourage any other person to engage in any of the foregoing prohibited activities.

8.3 Abusive or Harmful Conduct

You agree not to: (a) engage in conduct that is abusive, threatening, harassing, intimidating, defamatory, libelous, discriminatory based on race, ethnicity, religion, gender, sexual orientation, disability, or other protected characteristic, or otherwise harmful or offensive; (b) transmit or post content that is obscene, pornographic, sexually explicit, violent, hateful, or otherwise objectionable; (c) bully, stalk, or harass other Users; (d) engage in conduct that creates a hostile, unsafe, or uncomfortable environment for other Users; (e) make threats of violence or harm toward any person or property; (f) encourage or incite violence, self-harm, or harm to others; or (g) discriminate against any person on the basis of a protected characteristic in connection with offering, providing, or receiving Services.

8.4 Platform Abuse and Technical Violations

You agree not to: (a) interfere with, disrupt, damage, or impair the operation, functionality, performance, or security of the Platform or any associated systems, servers, networks, or infrastructure; (b) use any robot, spider, scraper, crawler, or other automated means to access the Platform or to extract data from the Platform without CLÖCKH's prior written consent; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or structure of the Platform or any component thereof; (d) circumvent, disable, or interfere with any security features, access controls, encryption, digital rights management, or other protective measures implemented by CLÖCKH; (e) introduce or transmit any virus, malware, ransomware, trojan horse, worm, spyware, adware, or other malicious code or harmful component; (f) engage in any conduct that imposes an unreasonable or disproportionately large load on the Platform's infrastructure; (g) access or attempt to access any area of the Platform or any CLÖCKH system to which you have not been granted access; (h) use the Platform in any manner that could damage, disable, overburden, or impair CLÖCKH's systems or networks or interfere with any other User's use of the Platform; or (i) probe, scan, or test the vulnerability of the Platform or any associated system or network, or breach any security or authentication measures.

8.5 Payment and Transaction Violations

You agree not to: (a) engage in payment fraud, credit card fraud, chargeback fraud, or any other fraudulent payment activity; (b) use stolen, unauthorized, or invalid payment methods; (c) initiate a chargeback or payment dispute in bad faith or without first attempting to resolve the matter with the other party and with CLÖCKH in accordance with this Agreement and the Refund and Cancellation Policy; (d) structure transactions or payments to evade transaction limits, fee assessments, or reporting requirements; (e) engage in money laundering or use the Platform to transmit funds derived from illegal activity; (f) attempt to circumvent or avoid payment of Service Fees; (g) attempt to manipulate, exploit, or abuse the Platform's payment or transaction features; or (h) engage in any conduct that violates the terms of service or acceptable use policies of our Payment Partner.

8.6 Circumventing the Platform

You agree not to: (a) encourage or induce any User to transact outside of the Platform for the purpose of evading Service Fees; (b) disclose contact information to other Users with the intent of facilitating off-platform transactions; (c) solicit other Users to engage in transactions that bypass the Platform's payment processing, dispute resolution, or other features; or (d) otherwise attempt to circumvent the Platform's features or policies in order to avoid fees, liability, or obligations. CLÖCKH reserves the right to charge Users the full Service Fees that would have been due had the transaction been conducted via the Platform if CLÖCKH determines that Users have circumvented the Platform, and you agree to pay such fees upon demand.

8.7 Spam and Unsolicited Communications

You agree not to: (a) send spam, unsolicited commercial messages, or other unsolicited communications via the Platform; (b) use the Platform to harvest, collect, or store email addresses, phone numbers, or other contact information of Users without their consent; (c) send bulk messages or repetitive messages to Users; (d) use automated systems or bots to send messages or communications to Users; or (e) use User contact information obtained via the Platform for any purpose other than legitimate communication regarding transactions conducted via the Platform.

8.8 Content Violations

You agree not to submit, post, upload, or transmit via the Platform any User Content that: (a) infringes or misappropriates any copyright, trademark, patent, trade secret, or other intellectual property right of any third party; (b) violates any right of privacy, publicity, or confidentiality of any third party; (c) contains confidential, proprietary, or trade secret information belonging to any third party without authorization; (d) is false, misleading, defamatory, libelous, or slanderous; (e) is obscene, pornographic, sexually explicit, or otherwise objectionable; (f) promotes or facilitates illegal activity; (g) contains viruses, malware, or other harmful code; (h) violates any applicable law or regulation; or (i) otherwise violates this Agreement or any Incorporated Policy.

8.9 Enforcement and Consequences

CLÖCKH reserves the right, in its sole discretion and without prior notice, to: (a) remove, disable access to, or delete any User Content that violates this Agreement or any Incorporated Policy; (b) suspend or terminate any Account that engages in prohibited conduct or violates this Agreement; (c) withhold, freeze, or forfeit funds associated with transactions involving prohibited conduct; (d) report suspected illegal activity to law enforcement or regulatory authorities; (e) cooperate with law enforcement investigations; (f) disclose User information to law enforcement or regulatory authorities as required by law or as necessary to protect CLÖCKH, other Users, or the public; and (g) pursue any other remedies available at law or in equity, including seeking injunctive relief, damages, attorneys' fees, and costs. Your violation of this Article VIII may expose you to civil liability, criminal prosecution, and damages, and you agree to indemnify CLÖCKH for any losses, damages, or costs incurred by CLÖCKH as a result of your prohibited conduct.

Article IX: User Content and Intellectual Property Rights

9.1 User Content Responsibility

You are solely responsible for all User Content you submit, post, upload, transmit, or otherwise make available via the Platform. You represent and warrant that: (a) you own or have the necessary rights, licenses, consents, and permissions to submit, post, upload, and transmit your User Content and to grant the licenses set forth in this Article IX; (b) your User Content does not and will not infringe, misappropriate, or violate any third party's intellectual property rights, privacy rights, publicity rights, or other rights; (c) your User Content complies with this Agreement, all Incorporated Policies, and all applicable laws and regulations; and (d) your User Content is accurate, truthful, and not misleading.

9.2 License Grant to CLÖCKH

By submitting, posting, uploading, or transmitting User Content via the Platform, you hereby grant to CLÖCKH and its affiliates, successors, and assigns a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable, perpetual, irrevocable license to use, reproduce, modify, adapt, translate, create derivative works from, distribute, publicly display, publicly perform, and otherwise exploit your User Content in any form, format, media, or technology now known or hereafter developed, for the purposes of: (a) operating, providing, improving, promoting, and marketing the Platform; (b) displaying your User Content to other Users and to the public; (c) enabling other Users to view, access, and interact with your User Content; (d) creating aggregated, anonymized, or de-identified data for analytics, research, or business purposes; (e) complying with legal obligations or responding to legal process; and (f) any other purpose related to CLÖCKH's business or the provision of the Platform. This license survives termination of your Account or this Agreement.

9.3 User Content Visibility

You acknowledge and agree that User Content you submit via the Platform, including your profile information, project descriptions, proposals, bids, reviews, ratings, and other materials, may be visible to other Users and to the public, and may be indexed by search engines. You should not submit any User Content that you wish to keep confidential or private. CLÖCKH is not responsible for the disclosure, use, or misuse of User Content by other Users or third parties.

9.4 No Obligation to Monitor

CLÖCKH is not obligated to monitor, review, edit, or screen User Content, and CLÖCKH does not pre-screen User Content before it is posted to the Platform. However, CLÖCKH reserves the right, in its sole discretion, to monitor, review, edit, remove, disable access to, or delete any User Content at any time and for any reason, including but not limited to User Content that CLÖCKH believes violates this Agreement, any Incorporated Policy, or applicable law, or that CLÖCKH believes is harmful, offensive, or otherwise objectionable. CLÖCKH is not responsible or liable for any User Content, for any failure to remove or edit User Content, or for any delay in removing or editing User Content.

9.5 Feedback and Suggestions

If you provide CLÖCKH with any feedback, suggestions, comments, ideas, or other input regarding the Platform or CLÖCKH's business ("Feedback"), you hereby grant to CLÖCKH a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable, perpetual, irrevocable license to use, implement, modify, and exploit such Feedback for any purpose, including incorporating the Feedback into the Platform or CLÖCKH's products or services, without any obligation to you or to any third party. You waive any rights you may have to such Feedback, including moral rights or rights of attribution.

9.6 Removal of Infringing Content

CLÖCKH respects the intellectual property rights of others and expects Users to do the same. If you believe that any User Content infringes your intellectual property rights, you may submit a notice to CLÖCKH in accordance with the Digital Millennium Copyright Act (DMCA) or other applicable intellectual property laws. CLÖCKH's designated agent for receipt of infringement notices is: Legal Department, Zaboca Holdings Inc., c/o registered agent, Delaware. All infringement notices must include: (a) identification of the copyrighted work or other intellectual property claimed to be infringed; (b) identification of the allegedly infringing material and information sufficient to locate the material on the Platform; (c) your contact information, including name, address, telephone number, and email address; (d) a statement that you have a good faith belief that the use of the material is not authorized by the intellectual property owner, its agent, or the law; (e) a statement, made under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the intellectual property owner; and (f) your physical or electronic signature. CLÖCKH will investigate valid infringement notices and may remove or disable access to allegedly infringing content in accordance with applicable law.

Article X: Intellectual Property Rights in the Platform

10.1 Ownership of Platform

The Platform, including all software, technology, code, databases, content, text, graphics, images, logos, trademarks, service marks, trade names, designs, interfaces, functionality, features, and all other materials and intellectual property embodied in or provided via the Platform (collectively, "Platform IP"), is owned by Zaboca Holdings Inc. or its licensors and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. All rights in the Platform IP not expressly granted to you in this Agreement are reserved by CLÖCKH and its licensors.

10.2 Limited License to Use Platform

Subject to your compliance with this Agreement and payment of applicable Service Fees, CLÖCKH grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform for your personal or internal business purposes in accordance with this Agreement. This license does not grant you any rights to: (a) use the Platform for any commercial purpose not expressly authorized by this Agreement; (b) reproduce, duplicate, copy, sell, resell, rent, lease, or exploit any portion of the Platform; (c) modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Platform; (d) remove, alter, or obscure any copyright, trademark, or other proprietary notices from the Platform; or (e) use the Platform in any manner not expressly authorized by this Agreement.

10.3 Trademarks

CLÖCKH, the CLÖCKH logo, and other trademarks, service marks, trade names, and logos used on the Platform (collectively, "CLÖCKH Marks") are the property of Zaboca Holdings Inc. or its licensors and are protected by United States and international trademark laws. You are not granted any right or license to use any CLÖCKH Marks without CLÖCKH's prior written consent. Any unauthorized use of CLÖCKH Marks is strictly prohibited and may violate trademark laws.

10.4 Third-Party Intellectual Property

The Platform may incorporate or provide access to third-party content, software, technology, services, or materials, including open-source software, licensed content, or third-party integrations. All such third-party intellectual property is the property of the respective third-party owners and is used by CLÖCKH under license or with permission. You agree to comply with any third-party license terms or usage restrictions applicable to third-party intellectual property accessed via the Platform.

10.5 Restrictions on Use

You agree not to, and you agree not to permit any third party to: (a) use the Platform or any Platform IP for any purpose not expressly authorized by this Agreement; (b) copy, reproduce, distribute, transmit, publicly display, publicly perform, modify, create derivative works of, or otherwise exploit the Platform or Platform IP except as expressly authorized by this Agreement; (c) circumvent or disable any security, access control, digital rights management, or other protective features of the Platform; (d) access or use the Platform in a manner that infringes, misappropriates, or violates any intellectual property right or other right of CLÖCKH or any third party; or (e) engage in any conduct that undermines the integrity, security, or proper functioning of the Platform.

Article XI: Dispute Resolution Between Users

11.1 Nature of User Disputes

Disputes may arise between Users (typically between Clients and Service Providers) regarding Project Contracts, including disputes concerning the quality, timeliness, or completion of Services; payment or non-payment; breach of contract; misrepresentation; property damage; personal injury; or any other matter arising from or related to a Project Contract (collectively, "User Disputes"). CLÖCKH is not a party to Project Contracts and has no obligation to resolve User Disputes, but CLÖCKH may, in its sole discretion, offer mediation or other dispute resolution services to assist Users in resolving User Disputes.

11.2 Direct Resolution Encouraged

Users are encouraged to communicate directly with one another and to resolve User Disputes in good faith through direct negotiation before involving CLÖCKH or pursuing formal dispute resolution. Many User Disputes can be resolved quickly and amicably through clear communication, mutual understanding, and reasonable compromise.

11.3 CLÖCKH Mediation Services

If Users are unable to resolve a User Dispute through direct negotiation, either party may request that CLÖCKH mediate the dispute by submitting a dispute resolution request via the Platform. CLÖCKH will review the dispute, may request evidence or documentation from the parties, may communicate with the parties to understand their positions, and may issue a determination or recommendation for resolution. CLÖCKH's mediation services are provided on a best-efforts basis and do not guarantee any particular outcome. CLÖCKH's determinations are based on the information available to CLÖCKH and are made in CLÖCKH's sole discretion. CLÖCKH may consider factors including but not limited to: (a) the terms of the Project Contract; (b) the parties' communications and agreements; (c) evidence of work performed or Services provided; (d) photographic or documentary evidence; (e) witness statements or third-party reports; (f) the parties' history and reputation on the Platform; (g) applicable legal principles; and (h) principles of fairness and equity.

11.4 Effect of CLÖCKH Determinations

CLÖCKH's determinations in User Disputes are final and binding as between the parties and CLÖCKH, subject only to the parties' right to pursue binding arbitration as set forth in Article XIX. If neither party initiates arbitration within thirty (30) calendar days of issuance of CLÖCKH's determination, CLÖCKH's determination becomes conclusive and non-appealable, and the parties waive any right to relitigate the dispute via any forum. CLÖCKH may, in its sole discretion, enforce its determinations by releasing or withholding funds held via our Payment Partner, adjusting Account balances, suspending or terminating Accounts, or taking other actions consistent with its determination.

11.5 Limitation on CLÖCKH's Role

CLÖCKH's provision of mediation services does not make CLÖCKH a party to any User Dispute and does not create any obligation on the part of CLÖCKH to resolve User Disputes or to compensate Users for losses arising from User Disputes. CLÖCKH is not liable to Users for the outcome of User Disputes, for any damages arising from User Disputes, or for any decisions CLÖCKH makes in the course of mediating User Disputes, except to the extent required by applicable law. Users acknowledge that CLÖCKH's mediation services are provided as a convenience and that Users bear the risk of their transactions with other Users.

11.6 Release of Funds

In connection with User Disputes, CLÖCKH may, in its sole discretion, release funds held via our Payment Partner to the Client, to the Service Provider, or to both parties in proportions determined by CLÖCKH based on the evidence and circumstances of the dispute. CLÖCKH's decisions regarding the release of funds are final and binding, subject only to the parties' right to pursue arbitration as set forth in Article XIX. The specific terms and procedures governing the release or withholding of funds in the event of User Disputes are set forth in the Refund and Cancellation Policy.

Article XII: Disclaimers of Warranties

12.1 "As Is" and "As Available" Basis

The Platform and all Services are provided on an "as is" and "as available" basis without warranties of any kind, whether express, implied, statutory, or otherwise. To the maximum extent permitted by applicable law, CLÖCKH explicitly disclaims all warranties, including but not limited to: (a) implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, and non-infringement; (b) warranties arising from course of dealing, course of performance, or usage of trade; (c) warranties that the Platform will be uninterrupted, error-free, secure, or free from viruses or other harmful components; (d) warranties regarding the accuracy, completeness, reliability, or timeliness of any content, information, or data on the Platform; and (e) any other warranties not expressly set forth in this Agreement.

12.2 No Warranty Regarding Users or Services

CLÖCKH makes no warranty, representation, or guarantee regarding: (a) the quality, suitability, safety, legality, reliability, or ability of any User or any Services provided by Service Providers; (b) the accuracy or completeness of any User's credentials, qualifications, representations, or profile information; (c) the behavior, conduct, or trustworthiness of any User; (d) the quality, safety, or condition of any property, materials, or workmanship involved in projects; (e) compliance by Users with applicable laws, regulations, building codes, or permit requirements; or (f) any other matter relating to Users or Services performed via the Platform. CLÖCKH does not conduct background checks, verify credentials, or supervise Service Providers, and Users interact with other Users at their own risk.

12.3 No Warranty Regarding Third-Party Services

CLÖCKH makes no warranty, representation, or guarantee regarding any Third-Party Services, including our Payment Partner, and disclaims all liability for the acts, omissions, errors, or failures of third-party service providers. CLÖCKH does not control, endorse, or assume responsibility for Third-Party Services, and your use of Third-Party Services is at your own risk and subject to the terms and conditions of the applicable third-party service providers.

12.4 No Warranty Regarding Security

While CLÖCKH implements reasonable security measures to protect the Platform and User information, CLÖCKH does not warrant or guarantee that the Platform is secure, that User information will not be accessed by unauthorized persons, or that the Platform will be free from security vulnerabilities, breaches, or attacks. No system is perfectly secure, and Users acknowledge that use of the Platform involves inherent security risks.

12.5 Limitations on Disclaimers

Some jurisdictions do not allow the exclusion or limitation of certain warranties or the exclusion or limitation of liability for consequential or incidental damages. Accordingly, some of the limitations set forth in this Article XII and in Article XIII may not apply to you. In such jurisdictions, CLÖCKH's liability and the scope of any warranties shall be limited to the greatest extent permitted by applicable law.

Article XIII: Limitation of Liability

13.1 Exclusion of Certain Damages

To the maximum extent permitted by applicable law, in no event shall CLÖCKH or any CLÖCKH Party be liable to you or to any third party for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, loss of revenue, loss of business, loss of goodwill, loss of data, business interruption, cost of substitute services, or any other intangible losses, arising out of or relating to this Agreement, the Platform, or your use of or inability to use the Platform, regardless of the legal theory under which such damages are sought (whether in contract, tort, negligence, strict liability, or otherwise) and regardless of whether CLÖCKH has been advised of the possibility of such damages.

13.2 Cap on Direct Damages

To the maximum extent permitted by applicable law, CLÖCKH's total aggregate liability to you for all claims arising out of or relating to this Agreement or the Platform, whether in contract, tort, negligence, strict liability, or under any other legal theory, shall not exceed the greater of: (a) the total amount of Service Fees paid by you to CLÖCKH during the twelve (12) months immediately preceding the event giving rise to liability; or (b) one hundred United States dollars (USD $100.00). This limitation applies regardless of the number of claims asserted, the theories of liability advanced, or the remedies sought, and applies even if any limited remedy provided in this Agreement fails of its essential purpose.

13.3 Exclusion of Liability for User Conduct and Transactions

CLÖCKH is not liable for: (a) any acts, omissions, errors, representations, warranties, breaches, negligence, or misconduct of any User; (b) any personal injury, death, property damage, or other damages or expenses resulting from User interactions, transactions, or Project Contracts; (c) any failure of a User to comply with applicable laws or with this Agreement; (d) any disputes between Users; (e) any defects, deficiencies, or failures in Services provided by Service Providers; (f) any loss or theft of property, fraud, or criminal conduct by Users; or (g) any other matter relating to User conduct or User transactions. Users bear all risks associated with their interactions and transactions with other Users.

13.4 Exclusion of Liability for Third-Party Services

CLÖCKH is not liable for any acts, omissions, errors, failures, delays, security breaches, data losses, or other issues relating to Third-Party Services, including our Payment Partner. Your use of Third-Party Services is at your own risk, and your sole remedy for any issues with Third-Party Services is to pursue remedies directly against the applicable third-party service provider in accordance with their terms and conditions.

13.5 Allocation of Risk

The disclaimers and limitations set forth in Articles XII and XIII are fundamental elements of the basis of the bargain between CLÖCKH and you. CLÖCKH would not be able to provide the Platform on an economically reasonable basis without these limitations. You acknowledge that the Service Fees charged by CLÖCKH reflect these limitations and that you have voluntarily agreed to these limitations in exchange for access to the Platform.

13.6 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of certain warranties or the exclusion or limitation of liability for consequential or incidental damages. Accordingly, some of the limitations set forth in Articles XII and XIII may not apply to you. In such jurisdictions, CLÖCKH's liability shall be limited to the greatest extent permitted by applicable law.

Article XIV: Indemnification

14.1 Indemnification Obligations

You agree to indemnify, defend (at CLÖCKH's option), and hold harmless the CLÖCKH Parties from and against any and all claims, demands, actions, suits, proceedings, liabilities, judgments, damages, losses, costs, and expenses (including reasonable attorneys' fees, expert fees, and litigation costs) arising out of or relating to: (a) your use of the Platform or Services in any manner; (b) your violation of this Agreement, any Incorporated Policy, or any applicable law, regulation, or third-party right; (c) any User Content you post, upload, or transmit via the Platform, including claims that such User Content infringes or misappropriates any intellectual property right or violates any other right of any third party; (d) your engagement in any transaction or interaction with another User, your performance of Services as a Service Provider, your hiring of or payment to a Service Provider as a Client, or any dispute arising from a Project Contract; (e) your negligence, gross negligence, willful misconduct, fraud, or violation of law in connection with your use of the Platform or your conduct toward other Users; (f) any injury, death, or property damage caused by you or arising from Services you provide or receive; (g) your breach of any representation or warranty made in this Agreement; or (h) any claim by a third party that your conduct or your User Content caused harm to that third party.

14.2 Defense and Settlement

CLÖCKH reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with CLÖCKH in asserting any available defenses. You shall not settle any claim subject to indemnification without CLÖCKH's prior written consent, which consent shall not be unreasonably withheld. Your failure to cooperate with CLÖCKH's defense or your settlement of a claim without CLÖCKH's consent may relieve CLÖCKH of its obligations to indemnify you under any other provision of this Agreement.

14.3 Survival

Your indemnification obligations under this Article XIV shall survive termination of this Agreement and closure of your Account and shall continue with respect to any claims arising from conduct or events that occurred prior to or during the term of this Agreement.

Article XV: Suspension, Termination, and Account Closure

15.1 Suspension by CLÖCKH

CLÖCKH reserves the right, in its sole discretion and without prior notice or liability, to suspend your access to your Account or to any feature or functionality of the Platform at any time and for any reason, including but not limited to: (a) violation of this Agreement or any Incorporated Policy; (b) suspected fraudulent, abusive, or illegal activity; (c) failure to respond to verification requests or to provide requested documentation; (d) receipt of complaints or disputes regarding your conduct or transactions; (e) risk to the Platform, other Users, or CLÖCKH; (f) failure to pay Service Fees or other amounts owed to CLÖCKH; (g) suspected account compromise or unauthorized access; (h) technical issues or security concerns; or (i) any other reason CLÖCKH deems appropriate. During any suspension, you will not be able to access your Account, initiate transactions, or use Platform features, but your obligations under this Agreement remain in effect.

15.2 Termination by CLÖCKH

CLÖCKH reserves the right, in its sole discretion and without prior notice or liability, to terminate your Account and your access to the Platform at any time and for any reason, including but not limited to: (a) material breach of this Agreement or any Incorporated Policy; (b) repeated violations of this Agreement or Community Guidelines; (c) fraudulent, abusive, or illegal conduct; (d) failure to cooperate with investigations or to provide requested documentation; (e) conduct that creates risk to the Platform, other Users, or CLÖCKH; (f) providing false or misleading information; (g) circumventing Platform features or evading restrictions; (h) engaging in prohibited conduct as set forth in Article VIII; or (i) any other reason CLÖCKH deems appropriate. Upon termination, your right to access and use the Platform immediately ceases, and CLÖCKH may delete your Account and all associated data.

15.3 Termination by User

You may terminate this Agreement and close your Account at any time by submitting a closure request via the Platform or by contacting CLÖCKH's customer support. Account closure is subject to: (a) completion or cancellation of all pending transactions; (b) resolution of all outstanding disputes; (c) payment of all Service Fees and other amounts owed to CLÖCKH; and (d) satisfaction of all other obligations under this Agreement. CLÖCKH may delay closure of your Account until all such conditions are satisfied. Upon closure of your Account, you will no longer be able to access the Platform or any data associated with your Account, and CLÖCKH is not obligated to retain or provide access to your Account data after closure, except as required by applicable law.

15.4 Effect of Termination

Upon termination or suspension of your Account: (a) your license to access and use the Platform immediately terminates; (b) you must cease all use of the Platform; (c) CLÖCKH may, but is not obligated to, delete your Account and all associated User Content; (d) funds held via our Payment Partner in connection with pending transactions may be released, withheld, or returned to the payer in accordance with CLÖCKH's determinations, this Agreement, and the Refund and Cancellation Policy; (e) any outstanding obligations you owe to CLÖCKH, including Service Fees, become immediately due and payable; and (f) provisions of this Agreement that by their nature should survive termination (including Articles IX, X, XII, XIII, XIV, XIX, XX, and XXI) shall survive termination and continue in effect.

15.5 No Liability for Termination

CLÖCKH is not liable to you or to any third party for any suspension or termination of your Account or access to the Platform, and CLÖCKH has no obligation to provide compensation, refunds, or other consideration to you upon suspension or termination, except as may be required by applicable law or as expressly set forth in the Refund and Cancellation Policy. You agree that CLÖCKH's decision to suspend or terminate your Account is final and that you waive any right to challenge such decision except through the arbitration process set forth in Article XIX.

15.6 Prohibition on Re-Registration

If CLÖCKH terminates your Account for cause, you are prohibited from re-registering on the Platform or creating a new Account without CLÖCKH's prior written consent. Any attempt to re-register or to create a new Account in violation of this Section may result in immediate termination of the new Account and may expose you to liability for damages, costs, and attorneys' fees incurred by CLÖCKH in connection with your violation.

Article XVI: Privacy and Data Protection

16.1 Privacy Policy

CLÖCKH's collection, use, storage, and disclosure of your Personal Information is governed by CLÖCKH's Privacy Policy, which is incorporated into this Agreement by reference and is accessible at getclockh.com/privacy. By using the Platform, you consent to CLÖCKH's collection, use, storage, and disclosure of your Personal Information in accordance with the Privacy Policy. You acknowledge that you have read and understood the Privacy Policy and that you agree to its terms.

16.2 Data Collection and Use

In order to provide the Platform and to comply with legal obligations, CLÖCKH collects, processes, and stores various types of information about you, including but not limited to: (a) account information such as name, email address, phone number, mailing address, date of birth, and government-issued identification information; (b) payment information such as credit card numbers, bank account information, and transaction history; (c) tax information such as tax identification numbers and tax forms; (d) usage information such as IP addresses, device information, browser information, and Platform interaction data; (e) location information; (f) communications and correspondence with CLÖCKH or with other Users via the Platform; (g) User Content; and (h) any other information you provide to CLÖCKH or that CLÖCKH collects in connection with your use of the Platform. CLÖCKH uses this information to provide, operate, maintain, improve, and secure the Platform; to process transactions and payments; to verify your identity and prevent fraud; to communicate with you; to comply with legal obligations; to enforce this Agreement; to resolve disputes; and for other purposes disclosed in the Privacy Policy.

16.3 Data Sharing and Disclosure

CLÖCKH may share your information with third parties in certain circumstances, including but not limited to: (a) with other Users to the extent necessary to facilitate transactions and interactions via the Platform; (b) with our Payment Partner and other third-party service providers who assist CLÖCKH in providing the Platform; (c) with law enforcement, regulatory authorities, courts, or other governmental entities when required by law, legal process, or when CLÖCKH believes disclosure is necessary to protect CLÖCKH's rights, the rights of other Users, or the public; (d) with professional advisors such as attorneys, accountants, and auditors; (e) in connection with a merger, acquisition, sale of assets, or other business transaction; and (f) with your consent or at your direction. CLÖCKH does not sell your Personal Information to third parties for their own marketing purposes.

16.4 Data Security

CLÖCKH implements reasonable technical, administrative, and physical security measures designed to protect your information from unauthorized access, disclosure, alteration, or destruction. However, no system is perfectly secure, and CLÖCKH cannot guarantee the absolute security of your information. You acknowledge that you provide information to CLÖCKH at your own risk and that CLÖCKH is not liable for any unauthorized access to or disclosure of your information except to the extent required by applicable law.

16.5 Data Retention

CLÖCKH retains your information for as long as necessary to provide the Platform, to comply with legal obligations, to resolve disputes, to enforce this Agreement, and for other legitimate business purposes. Upon closure of your Account, CLÖCKH may retain certain information as required by law or as necessary for CLÖCKH's legitimate business purposes, including for fraud prevention, dispute resolution, legal compliance, and record-keeping. CLÖCKH may delete or anonymize your information at any time in accordance with CLÖCKH's data retention policies.

16.6 Your Data Rights

Depending on your jurisdiction, you may have certain rights with respect to your Personal Information, including the right to access, correct, delete, or export your information, or to object to or restrict certain processing activities. To exercise these rights, please contact CLÖCKH via the contact information provided in Section 17.8. CLÖCKH will respond to your requests in accordance with applicable data protection laws. Some requests may be subject to verification of your identity and may be limited by legal or operational requirements.

16.7 International Data Transfers

The Platform is operated from the United States, and your information may be transferred to, stored in, and processed in the United States and other countries where CLÖCKH or its service providers operate. By using the Platform, you consent to the transfer of your information to the United States and other countries, which may have data protection laws that differ from the laws of your jurisdiction. CLÖCKH takes reasonable steps to ensure that your information is treated securely and in accordance with this Agreement and the Privacy Policy when transferred internationally.

Article XVII: Communications and Notices

17.1 Electronic Communications Consent

By using the Platform, you consent to receive electronic communications from CLÖCKH, including emails, text messages (SMS), push notifications (if you have enabled push notifications on your device), in-app messages, and website banners. Electronic communications may include transactional notifications (such as payment confirmations and transaction updates), operational communications (such as account security alerts and Platform maintenance notices), policy updates (such as updates to this Agreement or the Privacy Policy), marketing communications (if you have opted in), and other communications related to the Platform or your Account. Electronic communications from CLÖCKH satisfy any legal requirement that such communications be in writing.

17.2 Marketing Communications

If you opt in to receive marketing communications from CLÖCKH, CLÖCKH may send you promotional emails, newsletters, special offers, product announcements, and other marketing materials. You may opt out of marketing communications at any time by following the unsubscribe instructions in such communications or by adjusting your Account settings. Opting out of marketing communications does not affect your receipt of transactional, operational, or policy-related communications, which you may not opt out of without closing your Account.

17.3 Text Message Communications

If you provide your mobile phone number to CLÖCKH or consent to receive text messages from CLÖCKH, CLÖCKH may send you text messages (SMS or MMS) related to your Account, transactions, security alerts, verification codes, or other Platform-related matters. Standard message and data rates may apply. You may opt out of text messages by replying "STOP" to any text message from CLÖCKH or by contacting CLÖCKH's customer support. Opting out of text messages may affect certain Platform features that rely on text message delivery, such as two-factor authentication.

17.4 Push Notifications

If you enable push notifications on your mobile device, CLÖCKH may send you push notifications related to your Account, transactions, messages from other Users, Platform updates, or other relevant information. You may disable push notifications at any time by adjusting your device settings or your Account settings. Disabling push notifications does not affect your receipt of other types of communications from CLÖCKH.

17.5 Communications with Other Users

The Platform may provide tools for Users to communicate with one another, including messaging, video calls, or other communication features. Communications between Users via the Platform are subject to this Agreement and the Community Guidelines. CLÖCKH may monitor, record, or review User communications for quality assurance, security, fraud prevention, dispute resolution, or enforcement purposes. You acknowledge that communications via the Platform are not confidential and that CLÖCKH may access and disclose such communications as necessary to provide the Platform, to comply with legal obligations, or to enforce this Agreement. You should not use the Platform to communicate sensitive, confidential, or proprietary information unless you are willing to accept the risk that such information may be accessed by CLÖCKH or by third parties.

17.6 Accuracy of Contact Information

You are responsible for maintaining accurate and up-to-date contact information in your Account, including your email address, phone number, and mailing address. CLÖCKH will send notices and communications to the contact information associated with your Account, and you agree that such communications shall be deemed received by you regardless of whether you actually receive them. You agree to keep your contact information current and acknowledge that CLÖCKH is not responsible for failed delivery of notices due to outdated or incorrect contact information in your Account.

17.7 Notice to CLÖCKH

Except as otherwise specified in this Agreement, all notices, demands, or other communications to CLÖCKH must be in writing and must be delivered via email to legal@zaboca.org or via postal mail to: Zaboca Holdings Inc., c/o registered agent, Delaware. Notices to CLÖCKH are deemed effective upon receipt by CLÖCKH.

17.8 Contact Information

For customer support, questions, or concerns regarding the Platform or this Agreement, you may contact CLÖCKH via the contact information provided on the Website at getclockh.com/contact or via email to support@zaboca.org.

Article XVIII: Third-Party Services and Integrations

18.1 Third-Party Services Generally

The Platform may integrate with, provide access to, or facilitate the use of third-party services, platforms, websites, applications, or content, including but not limited to: (a) payment processing services provided by our Payment Partner; (b) identity verification services; (c) background check services; (d) communication services; (e) analytics services; (f) map or location services; and (g) any other third-party services that CLÖCKH integrates with the Platform from time to time. Your use of any Third-Party Services is governed by the terms of service, privacy policies, and other agreements of the applicable third-party service providers, and CLÖCKH is not a party to and is not responsible for such agreements.

18.2 No Endorsement

CLÖCKH does not endorse, control, or assume responsibility for any Third-Party Services, and CLÖCKH makes no representations or warranties regarding Third-Party Services, including their accuracy, reliability, security, legality, or suitability for any purpose. Your use of Third-Party Services is at your own risk, and you should review the terms and policies of third-party service providers before using their services.

18.3 Third-Party Terms

You agree to comply with the terms of service, acceptable use policies, privacy policies, and other requirements of any third-party service providers whose services you access via the Platform. Violation of third-party terms may result in suspension or termination of your access to Third-Party Services and may also constitute a violation of this Agreement, which may result in suspension or termination of your Account.

18.4 No Liability for Third-Party Services

CLÖCKH is not liable for any acts, omissions, errors, failures, delays, interruptions, security breaches, data losses, privacy violations, or other issues relating to Third-Party Services. CLÖCKH does not control Third-Party Services and is not responsible for the performance, availability, or security of Third-Party Services. If you have any issues with Third-Party Services, your sole remedy is to pursue remedies directly against the applicable third-party service provider in accordance with their terms and policies. You agree to indemnify and hold harmless CLÖCKH from any claims, damages, or losses arising from your use of Third-Party Services or from any Third-Party Services integrated with the Platform.

18.5 Changes to Third-Party Services

CLÖCKH reserves the right to change, add, remove, replace, or discontinue integrations with third-party service providers at any time and without prior notice to Users, in CLÖCKH's sole discretion, for any reason including but not limited to changes in pricing, availability, performance, security, compliance with legal requirements, or strategic business decisions. Changes to third-party service integrations may affect Platform functionality, features, performance, or user experience. CLÖCKH is not liable for any impacts on Users resulting from changes to Third-Party Services, termination of third-party relationships, third parties' decisions to modify or discontinue services, or any other matter relating to third-party service providers.

Article XIX: Dispute Resolution and Arbitration Agreement

19.1 Scope and Applicability

This Article XIX applies to all Disputes (as defined in Article II) between you and CLÖCKH, including but not limited to Disputes arising from or relating to: (a) this Agreement or any Incorporated Policy; (b) the Platform, Services, or any feature, functionality, or aspect thereof; (c) transactions conducted via the Platform; (d) CLÖCKH's collection, use, or protection of Personal Information; (e) your relationship with CLÖCKH; (f) the formation, breach, termination, enforcement, interpretation, validity, scope, or enforceability of this Agreement or any provision hereof including this Arbitration Agreement; (g) allegations of fraud, misrepresentation, negligence, or other tortious conduct; (h) statutory or regulatory claims including consumer protection claims, data protection claims, or civil rights claims; or (i) any other matter connected with CLÖCKH, the Platform, or this Agreement. This Article XIX does not apply to disputes between Users regarding Project Contracts, which disputes are governed by Article XI and the Refund and Cancellation Policy and are subject to CLÖCKH's mediation procedures followed by arbitration between the Users (not involving CLÖCKH).

19.2 Informal Dispute Resolution Requirement

Before initiating arbitration or any other legal proceeding, you and CLÖCKH agree to first attempt in good faith to resolve any Dispute informally through direct negotiations for a period of at least thirty (30) calendar days (the "Informal Resolution Period"). To initiate informal resolution, you must send written notice to CLÖCKH at legal@zaboca.org describing the nature of the Dispute, the relief sought, and your contact information. CLÖCKH will respond to your notice and will attempt to resolve the Dispute with you in good faith. If the Dispute is not resolved within the Informal Resolution Period, either party may initiate arbitration as set forth in this Article XIX.

19.3 Agreement to Arbitrate

Except as provided in Section 19.9 (Small Claims Court Exception) and Section 19.10 (Injunctive Relief Exception), you and CLÖCKH agree that any Dispute that is not resolved through informal negotiation during the Informal Resolution Period shall be resolved exclusively by binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (the "AAA Rules"), as modified by this Agreement. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. This arbitration agreement is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the "FAA"), and evidences a transaction involving interstate commerce.

19.4 Arbitration Procedures

Arbitration shall be conducted by a single neutral arbitrator selected in accordance with the AAA Rules. The arbitrator shall have the authority to award any relief that would be available in court, including monetary damages, injunctive relief, and declaratory relief, but the arbitrator's authority is limited to Disputes between you and CLÖCKH and the arbitrator shall not have authority to award relief to or against any person who is not a party to the arbitration. The arbitrator's decision shall be in writing, shall state the reasons for the decision, and shall be final and binding on the parties, subject only to limited judicial review as provided by the FAA. Judgment on the arbitrator's award may be entered in any court of competent jurisdiction.

19.5 Location and Conduct of Arbitration

If the amount in controversy is $10,000 or less, the arbitration shall be conducted via telephone, online, or based solely on written submissions, as determined by the arbitrator. If the amount in controversy exceeds $10,000, or if you or CLÖCKH requests an in-person hearing regardless of the amount in controversy, the arbitration shall be conducted at a location in the county or parish of your residence or at another location mutually agreed upon by the parties. You and CLÖCKH may appear at the arbitration in person, by telephone, by video conference, or through counsel, as permitted by the arbitrator and the AAA Rules.

19.6 Arbitration Costs and Fees

Payment of all filing, administration, and arbitrator fees (collectively, "Arbitration Fees") shall be governed by the AAA Rules, unless otherwise provided in this Agreement. If the arbitrator determines that the amount in controversy is $10,000 or less, CLÖCKH will pay all Arbitration Fees. If the amount in controversy exceeds $10,000, Arbitration Fees shall be allocated between the parties in accordance with the AAA Rules. Each party shall bear its own attorneys' fees and costs in arbitration, unless the arbitrator awards attorneys' fees and costs to the prevailing party as permitted by applicable law or this Agreement. If you prevail in arbitration on a claim for which you are entitled to attorneys' fees under applicable law, you may seek to recover those fees from CLÖCKH in accordance with the arbitrator's decision.

19.7 Class Action Waiver

You and CLÖCKH agree that any arbitration or legal proceeding shall be conducted on an individual basis only and not as a class action, collective action, representative action, or consolidated action. You and CLÖCKH each waive the right to participate in a class action, collective action, or representative action, whether in arbitration or in court. The arbitrator shall not have authority to conduct a class arbitration, to combine or consolidate claims of multiple persons, or to preside over any form of representative or class proceeding. If this class action waiver is found to be unenforceable for any reason, then the entirety of this Arbitration Agreement (Article XIX) shall be null and void, and any Dispute shall be resolved in court subject to the jurisdiction and venue provisions of Article XX.

19.8 Waiver of Jury Trial

To the fullest extent permitted by applicable law, you and CLÖCKH each waive the right to a trial by jury in any legal proceeding arising out of or relating to this Agreement, the Platform, or any Dispute. This waiver applies to any action or proceeding in any court, whether in law or in equity, and whether arising under contract, tort, statute, or any other legal theory.

19.9 Small Claims Court Exception

Notwithstanding the foregoing, either you or CLÖCKH may bring an individual action in small claims court if the claim is within the jurisdiction of the small claims court and is brought and maintained on an individual basis (not as a class, collective, or representative action). Either party may elect to have the Dispute resolved through arbitration under this Article XIX even if the Dispute would otherwise fall within small claims court jurisdiction.

19.10 Injunctive Relief Exception

Notwithstanding the foregoing, CLÖCKH may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or restrain: (a) infringement or misappropriation of CLÖCKH's intellectual property rights; (b) violation of CLÖCKH's confidentiality obligations; (c) unauthorized access to or use of the Platform; (d) violations of Article VIII (Prohibited Conduct); or (e) any other conduct that threatens immediate and irreparable harm to CLÖCKH for which monetary damages would not be an adequate remedy. You agree that CLÖCKH may seek such relief without first engaging in informal dispute resolution or arbitration, and you consent to the jurisdiction of courts as provided in Article XX for such proceedings.

19.11 Opt-Out Right

You have the right to opt out of this Arbitration Agreement by sending written notice of your decision to opt out to CLÖCKH at legal@zaboca.org within thirty (30) calendar days of the date you first accept this Agreement (by creating an Account or using the Platform). Your opt-out notice must include your full name, email address, and a clear statement that you wish to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other terms of this Agreement remain in effect, and Disputes between you and CLÖCKH will be resolved in court subject to the jurisdiction and venue provisions of Article XX. Opting out of this Arbitration Agreement does not affect any other arbitration agreements you may have with CLÖCKH or any arbitration agreements that may apply to disputes with other Users.

19.12 Severability

If any provision of this Arbitration Agreement is found to be invalid or unenforceable, that provision shall be severed and the remainder of this Arbitration Agreement shall remain in effect, except as provided in Section 19.7 (Class Action Waiver). If the class action waiver in Section 19.7 is found to be unenforceable, then the entirety of this Arbitration Agreement shall be null and void.

19.13 Survival

This Arbitration Agreement shall survive termination of this Agreement and closure of your Account, and shall continue to apply to any Disputes arising from conduct or events that occurred prior to or during the term of this Agreement.

Article XX: Governing Law and Jurisdiction

20.1 Governing Law

This Agreement, and any Disputes arising out of or relating to this Agreement or the Platform, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The FAA, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of the Arbitration Agreement in Article XIX. To the extent that any lawsuit or court proceeding is permitted under this Agreement (such as in the case of small claims court proceedings or injunctive relief proceedings, or if you opt out of the Arbitration Agreement), you and CLÖCKH consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware.

20.2 Consent to Jurisdiction

You irrevocably consent to the exclusive personal jurisdiction and venue of the state and federal courts located in the State of Delaware for any lawsuit or court proceeding permitted under this Agreement. You waive any objection to jurisdiction or venue in such courts, including any objection based on inconvenient forum, and you agree not to bring any lawsuit or court proceeding in any other jurisdiction or venue.

20.3 Limitations Period

Except as prohibited by applicable law, any claim or cause of action arising out of or relating to this Agreement or the Platform must be filed within one (1) year after the claim or cause of action arose or be forever barred. The one-year period begins to run on the date the claim or cause of action accrues, regardless of whether you knew or should have known of the claim or cause of action. This limitations period applies to all claims, whether in contract, tort, statute, or any other legal theory.

Article XXI: General Provisions

21.1 Entire Agreement

This Agreement, together with all Incorporated Policies (the Privacy Policy, Community Guidelines, and Refund and Cancellation Policy), constitutes the entire agreement between you and CLÖCKH regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, representations, and warranties, whether written or oral, regarding such subject matter. No representation, statement, or inducement, whether written or oral, not contained in this Agreement or the Incorporated Policies shall be binding on CLÖCKH or shall give rise to any obligation or liability on the part of CLÖCKH.

21.2 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect to the maximum extent permitted by law. The parties agree that the invalid, illegal, or unenforceable provision shall be reformed or replaced with a valid and enforceable provision that most closely approximates the intent and economic effect of the original provision.

21.3 Waiver

No waiver of any term, condition, or provision of this Agreement shall be deemed a further or continuing waiver of such term, condition, or provision or a waiver of any other term, condition, or provision. CLÖCKH's failure to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision or a waiver of CLÖCKH's right to enforce such right or provision in the future. Any waiver must be in writing and signed by an authorized representative of CLÖCKH.

21.4 Assignment

You may not assign, transfer, delegate, or sublicense your rights or obligations under this Agreement without CLÖCKH's prior written consent. Any attempted assignment, transfer, delegation, or sublicense in violation of this Section is void. CLÖCKH may assign, transfer, or delegate its rights and obligations under this Agreement without your consent, including in connection with a merger, acquisition, corporate reorganization, sale of assets, or by operation of law. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

21.5 Force Majeure

CLÖCKH is not liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by events or circumstances beyond CLÖCKH's reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, civil unrest, labor disputes, government actions or regulations, interruptions or failures of telecommunications or internet services, power outages, equipment failures, or failures of third-party service providers. CLÖCKH's obligations under this Agreement shall be suspended during the period that such events or circumstances prevent performance, and CLÖCKH shall have an extension of time for performance equal to the duration of the delay.

21.6 Notice Requirements

All notices, demands, or other communications required or permitted under this Agreement must be in writing and must be delivered via the methods specified in Article XVII. Notices to you shall be sent to the email address or mailing address associated with your Account. Notices to CLÖCKH shall be sent to legal@zaboca.org or to Zaboca Holdings Inc., c/o registered agent, Delaware. Notices are deemed effective: (a) upon delivery if delivered by hand; (b) one (1) business day after dispatch if sent by reputable overnight courier; (c) three (3) business days after mailing if sent by certified or registered mail, postage prepaid; or (d) upon transmission if sent by email with confirmation of receipt. You agree to keep your contact information current and acknowledge that CLÖCKH is not responsible for failed delivery of notices due to outdated or incorrect contact information in your Account.

21.7 Headings

The article, section, and subsection headings in this Agreement are provided solely for convenience and ease of reference and shall not affect the interpretation, construction, or meaning of this Agreement.

21.8 Language and Translation

This Agreement is executed in the English language. If this Agreement is translated into any other language for convenience or legal compliance purposes, the English version shall control and prevail in the event of any conflict, ambiguity, inconsistency, or discrepancy between the English version and any translated version.

21.9 Interpretation

The parties acknowledge that they have each participated jointly in negotiating and drafting this Agreement (or have had the opportunity to review and negotiate the terms with legal counsel). In the event that any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring either party by virtue of authorship of any provision. Where interpretation is necessary, the interpretation that gives effect to the parties' intent and that results in a fair and reasonable outcome shall be preferred.

21.10 Relationship of Parties

Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or franchising relationship between you and CLÖCKH. Neither party has the authority to bind the other party or to incur obligations on behalf of the other party without the other party's prior written consent. You are an independent party, and if you are a Service Provider, you are an independent contractor, not an employee, agent, or representative of CLÖCKH.

21.11 Electronic Communications

You consent to receive electronic communications from CLÖCKH, including emails, text messages (SMS), push notifications (if you have enabled push notifications on your device), in-app messages, and website banners, regarding the Platform, your Account, transactions, policy updates, security alerts, marketing communications (where you have opted in), and other matters. Electronic communications from CLÖCKH satisfy any legal requirement that such communications be in writing. You may withdraw your consent to receive non-essential communications (such as marketing emails) by following the unsubscribe instructions in such communications or by adjusting your Account settings, but you may not opt out of essential transactional, operational, or legal communications without closing your Account.

21.12 Export Control

You represent and warrant that you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, and that you are not listed on any U.S. government list of prohibited or restricted parties. You agree to comply with all applicable export control laws, regulations, and sanctions, including the Export Administration Regulations (EAR) maintained by the U.S. Department of Commerce and the sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC). You agree not to access or use the Platform in violation of any U.S. export embargo, prohibition, or restriction.

21.13 Government End Users

If you are a U.S. government end user, the Platform constitutes "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. § 2.101, and the Platform is provided to the U.S. government only with the restricted rights and limited warranties set forth in this Agreement, in accordance with 48 C.F.R. § 12.212 (for civilian agencies) and 48 C.F.R. § 227.7202 (for Department of Defense entities).

21.14 Third-Party Beneficiaries

Except as expressly provided in this Agreement, there are no third-party beneficiaries to this Agreement. No person or entity not a party to this Agreement shall have any right to enforce any term of this Agreement or to benefit from any provision of this Agreement. The CLÖCKH Parties (as defined in Article II) are intended third-party beneficiaries of Articles XII, XIII, and XIV, and may enforce those provisions directly against you.

21.15 Survival

The following provisions shall survive termination or expiration of this Agreement and closure of your Account: Article II (Definitions), Article IX (User Content and Intellectual Property Rights), Article X (Intellectual Property Rights in the Platform), Article XII (Disclaimers of Warranties), Article XIII (Limitation of Liability), Article XIV (Indemnification), Article XVI (Privacy and Data Protection), Article XIX (Dispute Resolution and Arbitration Agreement), Article XX (Governing Law and Jurisdiction), and Article XXI (General Provisions), as well as any other provisions that by their nature should survive termination.

21.16 Contact Information

For questions or concerns regarding this Agreement, please contact CLÖCKH at:

Zaboca Holdings Inc.
Email: legal@zaboca.org
Website: getclockh.com
Customer Support: support@zaboca.org

END OF TERMS OF SERVICE
Last Updated: January 21, 2026
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