1.    Definitions:

“Services” mean any of the services and software provided through or in connection with the ScheduleAnyone.com website (“Website”) under this Agreement.

“You” or “Your” means the individual, business or other legally recognized entity, including any corporation, partnership, limited partnership, limited liability company, association or trust that is entering into this Agreement. The individual entering into this Agreement on behalf of any such entity represents and warrants that he or she has authority to bind that entity to the terms and conditions of this Agreement.

2.    License Grant and Provision of Services:

ScheduleAnyone grants to you a non-exclusive license to use the Services subject to your compliance with the terms and conditions provided in this Agreement.

Nothing in this Agreement or its performance will grant either party any right, title, interest, or license in or to the other’s names, logos, trade dress, designs, or other trademarks.

3.    Restrictions On Your Use of the Service:

The Services may only be used for lawful purposes. In using the Services, you agree that you will not:

    i.        engage in unlawful activity of any kind, advertise any illegal service or offer to sell items that are restricted or prohibited by applicable law;

  ii.        provide material that is offensive, including blatant expressions of bigotry, prejudice, racism, hatred or profanity or post any obscene, lewd, lascivious, filthy, sexually explicit, violent, harassing or otherwise objectionable content;

 iii.        post or disclose any personally identifying information or private information about children under the age of 18 without their parents’ consent;

  iv.        introduce viruses, worms, harmful code and/or Trojan horses on the Internet;

   v.        engage in any libelous, defamatory, scandalous, threatening, or harassing activity;

  vi.        post any content that advocates, promotes or otherwise encourages violence against any governments, organizations, groups or individuals or which provides instruction, information or assistance in causing or carrying out such violence;

vii.        provide material that is false, deceptive or misleading; or

viii.        provide Content (as defined below) without the express written consent of the Content owner.

You may not access the Services if you are a direct competitor of ScheduleAnyone, except with ScheduleAnyone’s prior written consent.

You may not access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You may not interfere with or disrupt the integrity or performance of the Services or the data contained therein or attempt to gain unauthorized access to the Services or its related systems or networks.

4.    Ownership Rights to Your Content; License Grant to Your Content:

Whenever you submit, post, or display any material (including text, audio, video, pictures, graphics, sound clips or other works of authorship) (“Content”) on our Website, you represent and warrant that:

·         You own all rights in your Content (or that you have acquired all necessary rights in the Content from the actual owner) to enable you to grant to us the rights to such Content;

·         You have paid and will pay in full all fees and other financial obligations (if any) arising from the posting of your Content;

·         Either you are the individual pictured, depicted or heard in your Content and grant us permission or that you have obtained permission from each person who appears and/or is heard in your Content, as may be required to enable you to grant to us the rights to such Content; and

·         Your Content is not defamatory in nature, and does not infringe the intellectual property, privacy, publicity or any other legal or moral rights of any third party.

You retain ownership of all intellectual property and proprietary rights to any Content that you post on the Website. However, by submitting, sending or otherwise making your Content available on or through the Website, you grant us a worldwide, royalty-free, freely transferable, non-exclusive right and license to use, reproduce, distribute, and publicly display your Content in any form, media, or technology now known or later developed, in connection with our performance of the Services.

        Term and Termination:

a.     This Agreement is effective until terminated by you or ScheduleAnyone.

b.    You may terminate this Agreement at any time by sending us an email requesting to cancel your subscription. Termination is effective at the end of the current billing cycle after you cancel.

c.     All subscription fees are nonrefundable. After you cancel, your business may remain listed at ScheduleAnyone.com, and you can continue accessing the Services until the next billing date. Your customer data and reports will remain available during this time.

d.    Your listing at ScheduleAnyone.com, access to the Services, and access to your business data will terminate at the first monthly billing anniversary after you cancel.

e.     ScheduleAnyone may terminate your listing if you fail to comply with any term or condition of this Agreement or if you fail to pay the subscription fee. ScheduleAnyone also reserves the right to terminate offering the Services at any time.

f.      Upon termination, your right to access or use business data immediately ceases, ScheduleAnyone will have no obligation to maintain or forward any business data.

g.    After termination, ScheduleAnyone may continue to communicate with you via email with respect to new enhancements of the Services or other matters relating to the Services.

        Pricing and Billing:

The pricing and billing cycle for your license will be as set forth in a pricing schedule available in connection with the Services when you subscribe.

ScheduleAnyone reserves the right to change its pricing at any time upon two (2) weeks’ written notice to you. Such notice may take the form of an email.

You must provide ScheduleAnyone with valid credit card information as a condition to continuing to use and subscribe to the Services.  If you select to be billed annually you agree to pay for an annual subscription within the first 30 days of your billing cycle. You also agree to provide ScheduleAnyone with complete and accurate billing and contact information. This information includes your legal company name, street address, email address, and name and telephone number of an authorized billing contact. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, ScheduleAnyone reserves the right to terminate your access to the Services in addition to any other legal remedies.

        Support:

ScheduleAnyone may provide limited technical support, in ScheduleAnyone’s sole discretion. ScheduleAnyone may use remote desktop for support; in that event, you agree to release ScheduleAnyone from any and all liability associated with using remote desktop to provide support to you.

        Monitoring, Investigation and Enforcement:

We may investigate any complaints or reported violations of this Agreement. At our absolute discretion, we reserve the right to take any of the following actions as we deem appropriate:

·         Contact you;

·         Suspend or terminate your account;

·         Stop any purchase transaction;

·         Prevent or restrict access to the Website or particular Content; and/or

·         Remove any prohibited Content on the Site.

We also reserve the right to report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other governmental officials. In order to cooperate with governmental requests, to protect our systems and users, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted Content. We will report illegal conduct to law enforcement and we will cooperate to ensure that violators are prosecuted to the fullest extent of the law. We reserve the right, at our sole discretion, to pursue a civil lawsuit or criminal prosecution for any alleged or actual illegal activities involving our Website.

        Mutual Warranties:

Each party hereby represents and warrants to the other party that: (a) it has the power and authority to enter into this Master Agreement and is permitted by applicable law and regulations to enter into this Master Agreement, (b) it will comply with all applicable laws in the performance of its obligations under this Master Agreement, in particular with any federal and state rules regarding student records, privacy, and the commercial use of student information, including but not limited to the Family Educational Rights and Privacy Act; and (c) it is not subject to any other Master Agreement that would conflict with its ability to perform its obligations under this Master Agreement.

        Disclaimer of Warranties:

EXCEPT AS EXPRESSLY STATED IN SECTION 9 ABOVE, ScheduleAnyone DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. THERE IS NO WARRANTY OF NON-INFRINGEMENT OR TITLE.

ScheduleAnyone DOES NOT WARRANT THAT THE SERVICES IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ScheduleAnyone, ITS DISTRIBUTORS, AGENTS OR EMPLOYEES, MAY CREATE A WARRANTY.

ScheduleAnyone WILL HAVE NO RESPONSIBILITY IF THE SERVICES HAS BEEN ALTERED IN ANY WAY, OR FOR ANY FAILURE THAT ARISES OUT OF USE OF THE SERVICES.

THE SERVICES MAY BE SUBJECT TO LIMITATION, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ScheduleAnyone IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. ADDITIONALLY, YOU ACKNOWLEDGE AND AGREE THAT NOT ALL MESSAGES SENT THROUGH USE OF THE SERVICES WILL BE RECEIVED SUCCESSFULLY BY THEIR INTENDED RECIPIENTS.

        Limitation of Damages and Liability:

NEITHER ScheduleAnyone NOR ITS DISTRIBUTORS WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICES AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ScheduleAnyone OR ITS REPRESENTATIVES HAS/HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

ScheduleAnyone’s TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SERVICES THAT CAUSED SUCH DAMAGE.

        Use of ScheduleAnyone Trademarks and Marketing Communications:

a.     ScheduleAnyone will have the right to include ScheduleAnyone trademarks or slogans on or in data reports (hard copy and electronic) generated by the Services.

b.    ScheduleAnyone may include its own logo, as well as advertising for ScheduleAnyone, its partners, or ScheduleAnyone.com or any successor website, on any Services interface, including those interfaces that your customers may see.

c.     You acknowledge and agree that as a result of using our Services to accept online appointments, your business may be automatically listed on ScheduleAnyone.com or any successor website, as will a list of any services / service providers using our Services.

d.    Note that if you do not use the Services to accept online appointments, you will not be listed at ScheduleAnyone.com or any successor website.

e.     You agree that ScheduleAnyone can disclose the fact that you are a customer and that you are listed at ScheduleAnyone.com.

f.      For every email message sent in connection with the Services, you acknowledge and agree that ScheduleAnyone may add an identifying footer stating “powered by ScheduleAnyone” or a similar message that may act as a hyperlink to a web site of ScheduleAnyone’s choosing.

        Data Rights and Conversion:

a.     ScheduleAnyone does not guarantee the accuracy or completeness of any report, data conversion, or data import for any data you have provided to ScheduleAnyone.

b.    ScheduleAnyone will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any data relating to your business.

c.     ScheduleAnyone has the right to use for legitimate business purposes all data and information collected in connection with this Agreement.

d.    ScheduleAnyone’s use of data and information obtained from Website users seeking services from you is subject to the terms of ScheduleAnyone’s privacy policy in effect during the term of this Agreement.

e.    Employees or contractors at a business using our services can have their data (personal profile, clients to whom they have provided services, and their own appointments) migrated to another account if written permission is provided by the owner or manager of the existing account (anyone with the Admin or Manager role). This written permission can be electronic.

        Spam Prohibited:

a.     By using the Services, you represent and warrant that all of the individuals on any distribution list you import into the Services for purposes of sending email to such individuals are persons with whom you have an existing business relationship.

b.    You agree that you will not use the Services to send any commercial email message (as that term is defined in the CAN-SPAM Act of 2003) to any person who has opted out or otherwise objected to receive such messages from you.

c.     You agree that you will use the Services only in compliance with this Agreement, the CAN-SPAM Act of 2003 and all other applicable laws (including but not limited to policies and laws related to spamming, privacy, obscenity, or defamation and child protective email address registry laws). Further, in the event that this representation and warranty is false, you agree to indemnify ScheduleAnyone for all damages, penalties and attorney’s fees incurred as a result.

        Indemnification:

You will indemnify, hold harmless, and defend ScheduleAnyone and its subsidiary and parent entities, predecessors, successors, affiliates, and assigns, and all of their respective current and former officers, directors, members, shareholders, agents, and employees (the “Indemnified Parties”) from any and all Claims. “Claim” means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including without limitation reasonable attorneys’ fees and costs)), that arises out of: (a) your breach of this Agreement, (b) the conduct of your business, (c) any negligent act or omission by you, or (d) any personal injury claim that arises out of or relates to this Agreement. ScheduleAnyone may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim. ScheduleAnyone will provide you with reasonably prompt notice in writing of any Claim.

        General:

a.     You may not sublicense, assign, or transfer this Agreement in whole or in part, without our prior written consent. ScheduleAnyone may sublicense, assign or transfer this Agreement or any or all of its obligations under it. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations hereunder is void and will automatically terminate this license.

b.    If any of the provisions of this Agreement are held to be in violation of applicable law, void or unenforceable, then such provisions are waived or amended to the extent necessary for the Agreement to be otherwise enforceable.

c.     This Agreement will be governed by the laws of the State of Texas, United States of America, without regard to its conflict of laws provisions.

d.    You agree to submit to the exclusive jurisdiction of the courts in or with jurisdiction for Dallas County, State of Texas for the resolution of any dispute or claim arising out of or relating to this Agreement. Each party hereby submits to the exclusive jurisdiction and venue in such courts. Each party waives all defenses of lack of personal jurisdiction and forum nonconveniens. Process may be served on either party in the manner authorized by applicable law or court rule.

e.     The prevailing party in any legal action or arbitration arising out of this Agreement will be entitled to reimbursement of its expenses, including court costs and reasonable attorneys' fees, in addition to any other rights and remedies such party may have.

f.      You and ScheduleAnyone are independent contractors with respect to one another, and nothing in this Agreement will be interpreted to create any agency, joint venture, employment or partnership relationship.

g.    For a reasonable time period, each party will be excused from delay or failure in performance due to causes beyond such party's reasonable control including without limitation, acts of God, government action, regulations, riots, wars, floods, earthquakes.

h.     This Agreement is for the benefit of, and will be enforceable by, the parties only. This Agreement is not intended to confer any right or benefit on any third party. No action may be commenced or prosecuted against a party by any third party claiming as a third-party beneficiary of this Agreement

i.      If you have any questions concerning this Agreement, you should contact ScheduleAnyone at contact@ScheduleAnyone.com.

j.      THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND ScheduleAnyone AND THIS AGREEMENT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND ScheduleAnyone RELATING TO ITS SUBJECT MATTER.

k.      We have the right to update or change this Agreement at any time and for whatever reason. We will send an email to all registered service providers about the specific material changes to these this Agreement at least thirty (30) days before such changes take effect. You are responsible for updating your contact information on your account to provide us your current e-mail address. In the event that the last email address that you have provided us is either invalid or for any other reason incapable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the amendment described in the notice. We also may notify you of updates or changes to this Agreement when you log in to your account. After we have provided notice of material changes to this Agreement, you may terminate this Agreement as provided in Section 5 above. If you do not terminate, then you agree to be bound by the revised agreement.