Sched Subscription SaaS License Terms and Conditions

SUBSCRIPTION SERVICES AGREEMENT
Last updated on Jan 19, 2026

BACKGROUND INFORMATION:

IMPORTANT – READ CAREFULLY: This online subscription services agreement (“Agreement”) is a binding contract between Sched, LLC (“Sched”, “we”, “us”, or “our”) and Customer.

BY ACCEPTING THIS AGREEMENT, WHICH INCLUDES THROUGH CLICKING “I ACCEPT” BUTTON OR A BOX INDICATING YOUR ACCEPTANCE DURING THE ONLINE ORDERING PROCESS, SIGNING AN ORDER THAT REFERENCES THIS AGREEMENT (INCLUDING THROUGH A HYPERLINK), OR ACCESSING OR USING THE SERVICES, CUSTOMER ACKNOWLEDGES THAT IT HAS READ AND AGREES TO THE TERMS OF THIS AGREEMENT.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF CUSTOMER, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH CUSTOMER TO THIS AGREEMENT, IN WHICH CASE THE TERMS “CUSTOMER,” “YOU,” OR “YOUR” SHALL REFER TO SUCH CUSTOMER AND ITS AFFILIATES. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not use or access the Services in any way.

This Agreement governs your use of and access to the Services as specified in any Order submitted by Customer and accepted by Sched, including those order forms or statements of work issued by one or more Sched resellers and signed by Customer, as though the terms of this Agreement were set forth in their entirety within such Order, and so that each Order and this Agreement shall be considered one, fully integrated document and agreement.

This Agreement was last updated as of the date above. It is effective between you and Sched as of the earlier of: (a) the date you accept this Agreement or (b) the date you first access or otherwise use the Services (“Effective Date”).

GENERAL TERMS AND CONDITIONS

Definitions

Affiliates. “Affiliates” shall have the meaning ascribed to such term in Section 8.
Customer Data. “Customer Data” means any of End User’s information, documents, or electronic files that are provided to Sched hereunder.
Documentation. “Documentation” means any online or printed user manuals, functional specifications attached to this Agreement or Service Order Forms that are provided to Customer by Sched, and any derivative works of the foregoing.
Error. “Error” means any verifiable and reproducible material failure of the Software to function in accordance with its Documentation.
End User. “End User” means Customer, its event attendees, employees, agents, representatives and independent contractors that have been granted access to use the Software all of whom have agreed to Sched’s Required Terms (as specified in Section 3(g)).
Malicious Code. means malicious, harmful, disruptive, disabling devices such as time bombs, time locks or drop dead devices that could harm, damage, disable, or impair a system, network, media, storage, program or equipment.
Person. “Person” shall have the meaning ascribed to such term in Section 8.
P1 Error. “P1 Error” means an Error in the Software (not hardware) that causes all of the End Users to be unable to access or use any of the critical functions of the Software, and for which no workaround is available.
P2 Error. “P2 Error” means an Error in the Software (not hardware) that causes either (i) some of the End Users to be unable to use any of the critical functions of the Software, or (ii) some, but not all, of the critical functions of the Software to be inaccessible or non-functional for all of the End Users, in either case where there is no workaround available.
P3 Error. “P3 Error” means an Error in the Software that is not a P1 Error or a P2 Error.
Product Enhancements. “Product Enhancements” means any new features, new modules, or other extensions or modifications of the Software requested by Customer and developed by Sched pursuant to a Service Order Form. “Product Enhancements” does not include new features, new modules, or extensions or modifications of the Software except to the extent incorporated into a general Update.
Service Order Form. “Service Order Form” means a document signed by authorized representatives of both parties and itemizing the Software, services and hardware purchased by Customer thereunder and any applicable fees, costs and expenses payable by Customer therefor (if such detail is requested in the Service Order Form).
Software. “Software” means the Sched SaaS Platform (including the Admin Panel, Attendee Portal, Speaker Portal, and related modules as made available to Customer), as well as any Product Enhancements and Updates relating thereto that may be provided hereunder, and any derivative works of the foregoing developed by any party.
Support. “Support” means the ongoing services by Sched to support the Software as defined in Section 3(a) below.
Update. “Update” means any patch, bug fix, release, version, modification or successor to the Software. A Product Enhancement will not be considered an “Update.”

License

License. During the Term of this Agreement and subject to the terms of this Agreement, Sched hereby grants to Customer a limited, non-exclusive worldwide, non-transferable, non-sublicensable right and license to use the Software for it and its End User’s internal business purposes. For the avoidance of doubt, End User’s shall not have the right to modify or further distribute or sublicense the Software.

License and Use Restrictions. Customer shall not, directly, indirectly, alone, or with another party:

(i) copy, download, disassemble, reverse engineer, or decompile the Software;
(ii) modify, create derivative works based upon, or translate the Software;
(iii) transfer or otherwise grant any rights in the Software in any form to any other party (other than End Users),

nor shall Customer attempt to do any of the foregoing or cause or permit its End Users or any third party, who it provided access to the Software, to do or attempt to do any of the foregoing, except as expressly permitted hereunder.

Customer Data. Customer owns all right, title and interest in the Customer Data. Customer hereby grants to Sched, a non-exclusive, non-transferable, sublicensable right and license to use, copy, transmit, modify, and display the Customer Data solely for purposes of Customer’s and its End User’s use of the Software. Sched shall not use the Customer Data except as necessary to perform its obligations hereunder. Customer owns all right, title and interest in the Customer Data. With respect to the license granted above, Customer represents and warrants that it owns or has the legal right and authority, and will continue to own or have the legal right and authority, to grant to Sched during the term of this Agreement the rights and licenses set forth herein and that Sched’s use of Customer Data as provided therein will not infringe any copyright, patent, trademark, or other proprietary right, misappropriate any trade secret, violate any right of privacy or other right of a third party, or violate or contradict any law or any order of a court or administrative tribunal.

Software Delivery. The Software is delivered to the End Users through a website over the internet via a Software as a Service (“SAAS”) model. Sched shall provide passwords to End Users who will access the website to use the Software.

Exports. Both parties understand that the Software is subject to U.S. export controls and trade sanctions and that such controls and sanctions are extraterritorial. Each party shall comply with all applicable federal, state, and local laws and regulations governing the manufacture or sale of the Software covered by this Agreement, including US export control laws and Department of Commerce and Treasury regulations governing sales to prohibited End Users.

Customer Responsibilities.

Misrepresentations. Customer shall not make any statements concerning Sched, the Software or likely results that an End User might obtain from the use of the Software except for such statements as are authorized in writing by Sched, its marketing materials or Documentation provided by Sched or any publicly-available Sched web site. Customer shall not make any false or misleading statements concerning Sched or the Software known to Customer to be false at the time the statement is made.

Required Terms. For each End User, Customer shall cause its End User to be bound by the terms and conditions contained on Sched more specifically described at Sched Terms (https://sched.com/terms/). Sched is not obligated to provide Software for any End User prior to such End User’s compliance with this Section 3(b).

Data Collection. Customer is solely responsible for obtaining all necessary approvals and consents under applicable data protection laws and regulations to enable Sched to collect Customer Data in connection with its provision of the Software under this Agreement and to use the Customer Data as set forth in Sched’s Privacy Policy. Sched collects Customer Data at the direction of and behest of Customer to perform its obligations under this Agreement.

Support and Training.

Updates. Sched shall deliver to Customer any Updates of the Software at no charge unless the Update includes third party components for which additional charges apply. Sched will make reasonably diligent efforts to ensure Updates will not materially adversely affect Customer’s business operations and coordinate acceptable product enhancements instead.

Customer System Administrators. Customer shall at all times have two designated System Administrators, who will be the primary points-of-contact between Sched and Customer for support issues. Systems Administrators shall also be Customer employees. Customer shall identify the identities and contact information of both Customer System Administrators via email and only change a Customer System Administrator upon written notice (which may be by email) to Sched. Sched shall also identify and provide the contact information of the two Sched representatives who will be the primary points of contact for Customer support issues. If any of Customer’s System Administrators or Sched representatives cease to be employed or engaged by the applicable party, such party shall immediately notify the other party and identify the new Customer Administrator or Sched representative, as the case may be.

Support Procedures. Customer shall route all Software-related support questions to a Customer System Administrator. If the System Administrator is unable to resolve the issue, then the System Administrator may contact Sched for support. Sched shall provide telephone help desk support to the Support Administrators from 8:30 AM to 5:30 PM Eastern Time on each business day. The System Administrators may obtain after-hours support entering an “urgent” support request through Sched’s online support system.

Training. Sched shall provide training as specified on the applicable Service Order Form.

Implementation

Project Plan. Upon execution of a Service Order Form for the Software, the parties shall create a plan (including a timetable) for the completion of the project contained in the Service Order Form (the “Project Plan”). Sched and Customer shall further develop and implement the Software in accordance with this Project Plan.

Service Changes. Customer may request changes to a Service Order Form or Project Plan by delivering a written statement of the desired changes using Sched’s digital support system (a “Service Change Request”). Upon receipt of a Service Change Request, if Sched is willing to consider implementing the changes, Sched shall prepare a Service Change Form including any estimated impact of the requested change on costs and on the Project Plan. If Sched does not receive a written objection from Customer within 24 hours of its receipt of the Service Change Form, Customer is deemed to agree to requested changes and their estimated costs, provided however, that if the Service Change Request will result in more than $2,500 in fees, Sched will seek written preapproval from Customer prior to implementing such Service Change Request.

Adjustments for Customer Delays. If Customer fails to meet any of its obligations or deadlines pursuant to the Project Plan, Sched shall provide reasonable notice to Customer of such failure, and if Customer fails to correct its performance within one business day after the notice all subsequent deadlines, expressly set forth as Customer Obligations pursuant to the Project Plan, Sched will be adjusted by a number of business days equal to the delay by Customer. In addition, Sched has the right to charge Customer its expenses and reasonable overhead for Sched employees or independent contractors assigned to the Customer project who cannot be reasonably reassigned during the period of the delay, which for any Project Plan shall not exceed in the aggregate 10% of the estimated fees of such Project Plan.

Termination of Product Enhancement. Customer may terminate a Service Order Form item for Product Enhancement, provided that Customer pays Sched for all work performed and expenses incurred by Sched through the termination date.

Product Enhancements.

Customer may request Product Enhancements, and Customer shall pay for the development of any Product Enhancements that Sched agrees to develop. Sched is not obligated to develop any Product Enhancements except pursuant to a mutually-agreed upon Service Order Form specifying the Product Enhancements to be developed and any applicable pricing, if other than standard time and materials.

Upon execution of a Service Order Form specifying Product Enhancements, the parties shall adhere to the process set forth in this Section for designing, developing, implementing, and testing the Product Enhancements.

Ownership of Intellectual Property. Sched owns all right, title and interest in and to the Software and Documentation as well as all Sched trademarks and any other trademarks, copyrights, patents, service marks, common law rights or other intellectual property rights created or developed in connection with this Agreement by any party and incorporated into the Sched Software. To the extent that such rights do not automatically vest in Sched as works made for hire, Customer hereby assigns any and all right, title and interest, including trademarks, copyrights, patents, service marks, common law rights or any other intellectual property rights, it may have or acquire with respect to the Software and Documentation or otherwise, and Customer agrees, at Sched’s expense, to take any and all actions reasonably requested by Sched to secure such rights for Sched. Customer shall not challenge Sched’s ownership of the Software or Documentation nor any part thereof. Notwithstanding the foregoing, in no event shall Sched acquire any ownership of any Customer Data or content provided by Customer.

Financial Terms

Payment Terms. Customer shall pay all Sched invoices immediately upon receipt of an invoice. If Customer is delinquent in payment of any portion of an invoice that it has not disputed in good faith within 7 days of receipt of such invoice, Sched may, in addition to other remedies it may have, including termination, suspend access to the Software to any or all of Customer’s End Users or the provision of all services to any or all of the Customer End Users. If Customer has failed to pay any invoice within 10 days after receipt of the invoice Customer agrees to pay interest on delinquent amounts at the rate of one and one half percent (2%) per month (or, if lower, the maximum amount permitted by law) that a payment is overdue, commencing on the date the invoice was issued.

Taxes. Customer shall pay Sched for all sales taxes and other taxes, however characterized by the taxing authority, based upon any charges under this Agreement or otherwise incurred on account of End User’s use of the Software, except for any taxes based upon Sched’s net income or gross receipts or for any franchise or excise taxes owed by Sched. If Customer is a tax-exempt organization, then, upon Sched’s receipt of proof of such status, then Sched shall not charge Customer for any taxes from which Customer is exempt.

Refunds; 60-Day Conditional Money-Back Guarantee.

(a) Refund Policy.
Except as expressly set forth in this Section, all purchases under this Agreement are non-refundable. Refunds or credits may be issued by Sched in its sole discretion in limited circumstances, including billing errors or verified Sched-caused technical failures. Cancellation of a subscription prevents future charges but does not result in a refund of fees already paid.

(b) 60-Day Conditional Money-Back Guarantee.
During the first sixty (60) days of the initial subscription term for a new Customer, Customer may request a refund of subscription fees paid during such period only if all of the following conditions are satisfied:
(i) the issue is caused by a verified Sched platform limitation or technical failure;
(ii) Customer has contacted Support and completed standard troubleshooting;
(iii) Customer has engaged with its assigned Customer Success Manager, where applicable; and
(iv) no reasonable solution or workaround exists.

All refund determinations are made at Sched’s sole discretion.

(c) Scope and Exclusions.
This guarantee applies only to the initial subscription term and does not apply to renewals, add-ons, professional services, overages, implementation fees, usage-based fees, or third-party charges.

(d) Relationship to Other Remedies.
This Section is an express exception to any non-refundability provisions and constitutes a remedy “otherwise provided hereunder” for purposes of the Disclaimers and Limitations of Liability section of this Agreement.

Term and Termination

Term. The term of this Agreement commences on the Effective Date hereof and will continue for one (1) year thereafter unless otherwise terminated by the parties pursuant to this Agreement. This Agreement shall automatically renew at the end of the initial term and each year thereafter for an additional term of one (1) year unless (i) otherwise terminated as set forth therein for Cause or (ii) Customer notifies Sched of its intent not to renew on thirty (30) days written notice no earlier than ninety (90) days immediately prior to or no later than thirty (30) days immediately prior to the renewal date. The initial term and any renewal shall be referred to as the “Term” of this Agreement.

Termination for Cause. Either party can terminate this Agreement for cause upon written notice to the other party:

• if a party fails to pay the other party any delinquent amounts owed to the other party hereunder within 10 days of written notice by the other party specifying the amounts owed;

• in the case of Sched, immediately upon any breach by Customer of Section 2(b) above);

• if the other party has committed any other material breach of its obligations under this Agreement and has failed to cure such breach within 45 days of written notice by the non-breaching party specifying in reasonable detail the nature of the breach (or, if such breach is not reasonably curable within 45 days, the breaching party has begun and continues to work diligently and in good faith to cure such breach that shall be cured no later than 60 days after notice of the breach by the non breaching party; or

• upon the institution of bankruptcy or state law insolvency proceedings against the other party, if such proceedings are not dismissed within 30 days of commencement.

Obligations Upon Termination. Upon termination of this Agreement:

Sched shall immediately terminate access to the Software by Customer and its End Users; and
Customer shall immediately pay Sched any amounts payable or accrued but not yet payable to Sched, including any deferred payments or payments originally to be made over time.

Cancellation Instructions

How to Cancel Your Subscription

You can cancel your Sched subscription at any time through your Chargebee account portal. Cancellation stops future renewals and billing.

Step-by-step instructions

1. Open your most recent invoice email
   Find an invoice email from Sched and click the link to view the invoice.

2. Access your account portal
   On the invoice page, click your account name to open your Chargebee customer portal.

3. View your subscription
   In the portal, locate your active subscription.

4. Cancel the subscription
   Click Cancel Subscription and follow the prompts to confirm.

5. Confirmation
   Once canceled, your subscription will not renew. You will continue to have access to the service through the end of your current billing period unless otherwise stated.

After cancellation

• No future renewal charges will be made.

• Your access remains active until the end of the current subscription term.

• You may reactivate your subscription at any time before the end of the billing period, depending on availability.

If you’re unable to access your account portal or have questions about cancellation, contact us at [email protected] and we’ll help you out.

Confidentiality

Definition of Confidential Information. Confidential Information means data and information relating to the business of Disclosing Party regardless of whether the data or information constitutes a Trade Secret (as defined below) that is disclosed to Receiving Party or of which Receiving Party became aware of as a consequence of its relationship with the Disclosing Party having value to the Disclosing Party and is not generally known to competitors of the Disclosing Party and which includes, without limitation, Trade Secrets, methods of operation, names of Customers, price lists, financial information and projections, Software, Documentation, personnel data, and similar information. Confidential Information does not include data or information: (A) which has been voluntarily disclosed to the public by the Disclosing Party, except where such public disclosure has been made by Receiving Party without authorization from the Disclosing Party; (B) which has been independently developed and disclosed by others; or (C) which has otherwise entered the public domain through lawful means.

Definition Trade Secrets. Trade Secrets means Disclosing Party’s trade secrets (as defined in O.C.G.A.§ 10-1-761) and includes information in whatever form, including electronic media, of Disclosing Party, from which Disclosing Party derives economic value, actual or potential, from not being generally known to other Persons, and is the subject of Disclosing Party’s efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality, such information including, but not limited to: know-how; information about existing, new or envisioned Disclosing Party products, services, processes and their development and performance; any scientific, engineering, or technical information; computer software and firmware; business and financial information; unpublished lists of names; and information relating to manufacturing, purchasing, inventories, data processing, personnel, marketing, sales, prices and pricing policies, costs and quotations; technical or nontechnical data; compilations; programs; devices; methods; techniques; drawings; reports; lists of actual or potential Customers or suppliers, the Software and Documentation, product or service specifications and designs and marketing plans.

Use of Confidential Information. The Receiving Party shall only use Confidential Information furnished to it hereunder in furtherance of the activities contemplated by this Agreement, and it shall only disclose the Confidential Information to employees, agents, representatives and independent contractors of the Receiving Party, if any, who are directly involved with the services or delivery of products contemplated by this Agreement, and then only to such extent as is necessary and essential to perform the services or deliver the products hereunder. Receiving Party agrees to inform such employees, agents, representatives and independent contractors of the confidential nature of the information disclosed hereunder and to cause all such employees, agents, representatives and independent contractors to abide by the terms of this Agreement.

Upon termination of the Agreement for any reason, Receiving Party shall return (or at Disclosing Party’s written request, destroy) to Disclosing Party all things and documents containing Confidential Information or Trade Secrets (including physical or electronic copies of the foregoing) in Receiving Party’s possession, whether made by Receiving Party or others, will be left with or returned to Disclosing Party.

The Receiving Party shall protect the Disclosing Party’s Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the Confidential Information as the Receiving Party uses to protect its own Confidential Information of a like nature.

Where Customer is the Receiving Party, Customer specifically agrees that it will cause its End User’s and their employees, agents representatives and independent contractors to be bound by confidentiality and trade secret restrictions no less restrictive than what is contained in this Section 8.

All “Confidential Information” subject to the provisions of this Section 8 must be either clearly marked as such or reasonably understood by the Receiving Party from the nature of its disclosure to be confidential.

For purposes of the restrictions in this Section 8(c), Customer shall be responsible to Disclosing Party for a breach of this Section 8 by Customer’s Affiliates and its End Users.

Required Disclosures. A Receiving Party may disclose Confidential Information of the Disclosing Party as required to comply with binding orders of governmental entities that have jurisdiction over it or as otherwise required by law, provided that the Receiving Party (i) gives the Disclosing Party reasonable written notice to allow it to seek a protective order or other appropriate remedy (except to the extent compliance with the foregoing would cause the receiving party to violate a court order or other legal requirement), (ii) discloses only such information as is required by the governmental entity or otherwise required by law, and (iii) and uses its best efforts to obtain confidential treatment for any Confidential Information so disclosed.

Remedies. Receiving Party understands and agrees that Disclosing Party shall suffer irreparable harm in the event Receiving Party breaches any of its obligations pursuant to Section 8 and that monetary damages will be inadequate to compensate Disclosing Party for such breach. Receiving Party agrees that, in the event of a breach or threatened breach of Section 8, Disclosing Party, in addition to any other rights, remedies or damages available to Disclosing Party at law, shall be entitled to a temporary restraining order, preliminary injunction or permanent injunction in order to prevent or to restrain any such breach by Receiving Party (as defined below) or any other Person who receives Confidential Information and/or Trade Secrets from the Receiving Party.

Survival. The parties hereto covenant and agree that this Section 8 shall continue to bind Receiving Party during the Term of the Agreement and (i) with respect to all Trade Secrets, at all times hereafter so long as such Trade Secrets constitute trade secrets under applicable law, and (ii) with respect to all Confidential Information, at all times hereafter so long as such Confidential Information constitutes Confidential Information.

For purposes of this Section 8, the following terms are defined as follows:

“Affiliates” means (a) in the case of an individual, any relative of such Person, (b) any officer, director, trustee, partner, manager, employee or holder of ten percent (10%) or more of any class of the voting securities of or equity interest in such Person; (c) any corporation, partnership, limited liability company, trust or other entity controlling, controlled by or under common control with such Person; or (d) any officer, director, trustee, partner, manager, employee or holder of fifty percent (50%) or more of the outstanding voting securities of any corporation, partnership, limited liability company, trust or other entity controlling, controlled by or under common control with such Person.

“Disclosing Party” means the party who is disclosing the Confidential Information and Trade Secrets to the Receiving Party.

“Person” means any natural person, firm, general or limited partnership, corporation, association, limited liability company or other entity, as the context may require.

“Receiving Party” means the party who is receiving the Confidential Information and Trade Secrets from the Disclosing Party.

Indemnification

Indemnification. Each party shall indemnify the other, the other’s Affiliates, and all of their stockholders, members, managers, officers, directors, agents, and employees (each, an “Indemnified Party”) at all times from and after the Effective Date against any liability, loss, damages (including punitive damages), claim, settlement payment, cost and expense, interest, award, judgment, diminution in value, fine, fee, and penalty, or other charge, including reasonable legal expenses, arising out of or relating to any claim by an unaffiliated third party (i) alleging that the use in accordance with this Agreement of the Software (in the case of Sched) or the Customer Data (in the case of Customer) infringes or misappropriates any intellectual property or privacy rights of the unaffiliated third party, or (ii) that arises or is alleged to have arisen solely out of the gross negligence or intentional misconduct of the indemnifying party (each a “Third Party Claim”). Notwithstanding the foregoing, if the Software becomes the subject of such a claim of infringement then Sched may, at its option: (x) procure for Customer the right to use the Software free of any liability for infringement; (y) replace or modify the Software to make it non-infringing but with reasonably comparable functionality; or (z) if Sched determines that the previous two options are not available on a commercially reasonable basis, refund Customer an amount equal to three months of license fees paid by Customer for the affected Software immediately prior to the alleged infringement. Furthermore, Sched has no liability for, and no obligation to indemnify Customer against, any Third Party Claim arising or alleging based in whole or in part on use of the Software other than as specified in this Agreement, or its Documentation, including use with third party hardware and software products not specifically authorized by Sched.

Indemnification Process. The Indemnified Party shall promptly notify the indemnifying party in writing of any Third Party Claim, stating the nature and basis of the Third Party Claim, to the extent known. The indemnifying party shall have sole control over the defense and settlement of any Third Party Claim, provided that, within fifteen (15) days after receipt of the above-described notice, the indemnifying party notifies the Indemnified Party of its election to so assume full control. The foregoing notwithstanding, the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel at its own expense to assist in the handling of such claim, except that the Indemnified Party’s legal expenses in exercising this right shall be deemed legal expenses subject to indemnification hereunder to the extent that (x) the indemnifying party fails or refuses to assume control over the defense of the Third Party Claim within the time period set forth above; (y) the Indemnified Party deems it reasonably necessary to file an answer or take similar action to prevent the entry of a default judgment, temporary restraining order, or preliminary injunction against it; or (z) representation of both parties by the same counsel would, in the opinion of that counsel, constitute a conflict of interest. The Indemnifying Party shall not settle any such Third Party Claim without the written consent of the Indemnified Party, except for a complete settlement requiring only the payment of money damages to be paid by the Indemnifying Party.

Disclaimers and Limitations

Disclaimer of Warranties. SCHED MAKES NO, AND HEREBY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, THE SERVICES OR HARDWARE PROVIDED OR THE AVAILABILITY, FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE OF THE SOFTWARE. WITHOUT LIMITING THE FOREGOING, SCHED DISCLAIMS ANY WARRANTY THAT THE SOFTWARE, THE SERVICES OR HARDWARE PROVIDED BY SCHED, OR THE OPERATION OF THE SOFTWARE ARE OR WILL BE ACCURATE, ERROR-FREE OR UNINTERRUPTED. SCHED MAKES NO, AND HEREBY DISCLAIMS ANY, IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OF FITNESS FOR ANY PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.

Disclaimer of Consequential Damages. SCHED IS NOT LIABLE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS AND THE COST OF COVER) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, OR ANY OTHER TORTS EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Limitations of Remedies and Liability. EXCEPT AS OTHERWISE PROVIDED HEREUNDER, CUSTOMER’S SOLE REMEDIES FOR ANY BREACH OF THIS AGREEMENT BY SCHED ARE CORRECTION OF ERRORS AS SET FORTH HEREIN AND THE REPROCESSING OF ANY DATA THAT IS INCORRECT AS A RESULT OF THE BREACH. SCHED’S TOTAL LIABILITY TO CUSTOMER FOR ANY REASON AND UPON ANY CAUSE OF ACTION INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS, IS LIMITED TO ALL FEES PAID TO SCHED BY CUSTOMER IN RESPECT OF THE SOFTWARE AND RELATED SERVICES DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY.

Privacy.

Privacy Policy. Customer Data will be used by Sched in accordance with the terms of the Sched Privacy Policy that is available at https://sched.com/privacy/. The term “process” or “processing” in capitalized and lower case form shall have the same meaning as provided under applicable data privacy laws and regulations, including without limitation, California privacy law.

California Privacy Compliance. To the extent any Customer Data constitutes “personal information” as defined in the California Privacy Law (“California Personal Information”), the parties agree that Customer is a “business” and that it appoints Sched as its “service provider” for the purposes of the California Privacy Law. As such, Sched shall not (i) “sell” or “share” California Personal Information, (ii) retain, use, disclose, and otherwise Process California Personal Information, for any purposes other than for the business purposes of providing the Software as specified in the Agreement, or as otherwise permitted by the California Privacy Law (“Permitted Purposes”); (iii) retain, use or disclose such California Personal Information for a commercial purpose other than the Permitted Purposes, (iv) retain, use, or disclose such California Personal Information outside of the direct business relationship between the Parties; or (v) combining the California Personal Information received from or on behalf of Customer with personal data that Sched (1) receives from, or on behalf of, another person or persons, or (2) collects from its own interaction with a consumer, unless authorized by the California Privacy Law as a “business purpose”. For purposes of complying with the California Privacy Law, Sched certifies that it understands the rules, restrictions, and requirements, set out in this Clause and will comply with these terms.

“California Privacy Law” means the California Privacy Rights Act of 2020 (CCPA) as amended by the California Privacy Rights Act of 2020 (CPRA), California Civil Code §§ 1798.100 et seq, including implementing regulations, as may be amended, superseded, or replaced;

The terms, “business”, “business purpose”, “commercial purpose”, “consumer”, “service provider”, “sell”, or “share” shall have the meanings given to them in the California Privacy Law and/or other applicable privacy Laws in the U.S.

12. General

Force Majeure. “Force Majeure Event” means any act or event that (a) prevents a party (the “Nonperforming Party”) from performing its obligations or satisfying a condition to the other party’s (the “Performing Party”) obligations under this Agreement, (b) is beyond the reasonable control of and not the fault of the Nonperforming Party, and (c) the Nonperforming Party has not, through commercially reasonable efforts, been able to avoid or overcome. “Force Majeure Event” does not include economic hardship, changes in market conditions, and insufficiency of funds. If a Force Majeure Event occurs, the Nonperforming Party is excused from the performance thereby prevented and from satisfying any conditions precedent to the other party’s performance that cannot be satisfied, in each case to the extent limited or prevented by the Force Majeure Event. When the Nonperforming Party is able to resume its performance or satisfy the conditions precedent to the other party’s obligations, the Nonperforming Party shall immediately resume performance under this Agreement. The relief offered by this paragraph is the exclusive remedy available to the Performing Party with respect to a Force Majeure Event.

Assignment. Customer shall not assign any of its rights under this Agreement, except with the prior written consent of Sched. The preceding sentence applies to all assignments of rights, whether they are voluntary or involuntary, by merger, consolidation, dissolution, operation of law or any other manner. Any change of control transaction is deemed an assignment hereunder. Any purported assignment of rights in violation of this Section is void.

Governing Law; Venue. The laws of the State of Georgia (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this Agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, performance, and enforcement. Any claims or actions regarding or arising out of this Agreement must be brought exclusively in a court of competent jurisdiction sitting in Fulton County, Georgia, and each party to this Agreement submits to the jurisdiction of such courts for the purposes of all legal actions and proceedings arising out of or relating to this Agreement. Sched and Customer hereby waives, to the full extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action in such court and any claim that any such action, suit or proceeding has been brought in an inconvenient forum.

Recovery of Litigation Costs. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the unsuccessful party shall pay to the successful party its reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which the successful party may be entitled.

Entire Agreement. This Agreement and any Service Order Forms hereunder constitute the final, complete and exclusive expression of agreement between the parties on the matters contained in this Agreement. In the event of any conflicts between this Agreement and a Service Order Form, this Agreement shall control except to the extent that the Service Order Form or other conflicting document expressly states its intention to override a specific provision of this Agreement. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. The provisions of this Agreement cannot be explained, supplemented or qualified through evidence of trade usage or a prior course of dealings. In entering into this Agreement, neither party has relied upon any statement, representation, warranty or agreement of any other party except for those expressly contained in this Agreement. There are no conditions precedent to the effectiveness of this Agreement, other than any that are expressly stated in this Agreement.

Notices. Unless notice specifically allows email as provided in such section, all communications or notices required or permitted by this Agreement shall be in writing and shall be deemed to have been given (i) on the date of personal delivery to an officer of or personally to the other party, or (ii) the day following deposit when properly deposited for overnight delivery with a nationally-recognized commercial overnight delivery service, prepaid, and addressed as provided in the initial paragraph of this Agreement, unless and until either of such parties notifies the other of a change of address in accordance with this Section.

Amendments. The parties can amend this Agreement only by a written agreement signed by the parties that identifies itself as an amendment to this Agreement.

Mediation. Except for (i) breach of the covenants contained in Sections 8(a)-(e) to which the remedies (including injunctive relief) relating to those sections shall apply or (ii) suspension or termination of services by Sched that are not the result of a monetary default by Customer, all disputes and controversies of every kind and nature between the parties to this Agreement arising out of or in connection with the existence, construction, validity, interpretation or meaning, performance, nonperformance, enforcement, operation, breach, continuance, or termination of the Agreement shall first be submitted to mediation pursuant to the procedure set forth in this Section 11(h). Sched and Customer may demand such mediation in writing within fourteen (14) days after the controversy arises. The parties agree that the mediator shall be appointed by the Atlanta office of the Judicial Arbitration and Mediation Services, Inc. (JAMS). The mediation shall be held at JAMS Atlanta office and concluded within thirty (30) days of the selection of the mediator. The parties shall equally bear the cost of the mediator but otherwise bear their own costs in connection with the mediation.

Survival of Certain Provisions. Each party hereto covenants and agrees that the provisions in Sections 1, 2(b), 2(e), 3(b), 5(f), 6, 7(c), 8, 9, 10, 11, and 12 in addition to any other provision that, by its terms, is intended to survive the expiration or termination of this Agreement, shall survive the expiration or termination of this Agreement.

Severability. To the extent that any provisions of this Agreement are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Agreement or modified so as to make them enforceable, and the validity and enforceability of the remainder of such provisions and of this Agreement will be unaffected.

Authorized Representatives. The individual signing on behalf of each party below represents and warrants to the other party that such individual is authorized to enter into this contract on behalf of, and to bind, the party for which he or she is signing.

11. Exhibits.

The following exhibits are attached to and incorporated into this Agreement by this reference:

Exhibit B – Data Processing Addendum. The Data Processing Addendum attached hereto as Exhibit B applies to the extent Sched Processes Customer Personal Data under this Agreement. Capitalized terms not otherwise defined in Exhibit B have the meanings set forth in this Agreement.

In the event of a conflict between the terms of this Agreement and the terms of an Exhibit, the terms of the Exhibit will control solely with respect to its subject matter.

Exhibit A
Data Processing Exhibit (Sched as a Processor/Service Provider)

The Sched Subscription Services Agreement (“Agreement”) contemplates that certain data, including Customer Data, may be processed by Sched, or its subcontractors, for and on behalf of Customer in connection with the provision of Services or other related services contemplated by the Agreement. This Exhibit A (“Exhibit”) describes the mutual agreement between the Parties concerning the processing of any personal data that might be included in Customer Data (“Customer Personal Data”). Capitalized terms not otherwise defined herein have the meaning given to them in the Agreement.

In consideration of the foregoing premises and the mutual covenants and promises stated below, the Parties agree as follows with respect to compliance with the Data Protection Laws:

Definitions. The following capitalized terms, when used in this DPA, will have the corresponding meanings provided below:

Adequacy Decision” means a decision adopted by a competent authority with jurisdiction over Customer declaring that a jurisdiction meets an adequate level of protection of Customer Personal Data.

“CCPA” means the California Consumer Privacy Act of 2018 (as amended by the California Privacy Rights Act of 2020 (“CPRA”)) and any binding regulations promulgated thereunder.

“Data Protection Laws” means data protection and privacy laws and regulations applicable to the Processing of Customer Personal Data under the Agreement including, but not limited to, the EU General Data Protection Regulation ((EU) 2016/679 and the CCPA.

“Personal Data” (which may otherwise be referred as personal information or personally identifiable information/data), “business purpose”, “commercial purpose”, “controller”, “processor”, “processing”, “business”, “service provider”, “sell”, or “share” shall have the meanings given to them in Data Protection Laws.

“Restricted Country” means: (i) in the context of the UK, a country or territory outside the UK; (ii) in the context of the EEA, a country or territory outside the EEA not covered by an Adequacy Decision.

“Security Incident” means any confirmed breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data transmitted, stored, or otherwise processed by Sched and/or its subcontractors in connection with the provision of the Service, to the extent a notification to affected individuals is required under the Data Protection Laws.

Processing of Customer Personal Data.

Role of the Parties. The Parties acknowledge and agree that Customer is a “business” or a “controller” with respect to the processing of Customer Personal Data, and Sched shall process Customer Personal Data only as a “service provider” or a “processor” on behalf of Customer. Where Customer acts as a “business or a “controller” with respect to the processing of Customer Personal Data, Customer shall be responsible for complying with the Data Protection Laws when making decisions and issuing instructions for the processing of Customer Personal Data. In the case where Customer is a service provider or a processor acting on behalf of its own customers, Sched shall process Customer Personal Data as a service provider or a subcontractor acting on behalf of Customer.

Processing of Personal Data. Customer discloses Customer Personal Data to Sched only for the limited and specified business purposes described in the Agreement (including Customer’s documented instructions) and in accordance with the Data Protection Laws. Sched shall comply with applicable obligations under the Data Protection Laws and provide the privacy protections in accordance with the Data Protection Laws. Sched shall not (i) “sell” or “share” Customer Personal Data; (ii) retain, use, or disclose such Customer Personal Data for any purposes other than for the business purposes of providing the Service as specified in the Agreement for Customer or as otherwise permitted under the Data Protection Laws (“Permitted Purposes”); (iii) retain, use, or disclose such Customer Personal Data for a commercial purpose other than the Permitted Purposes, or (iv) retain, use, or disclose such Customer Personal Data outside of the direct business relationship between the Parties unless otherwise permitted under the Agreement. For purposes of complying with the CCPA, Sched certifies that it understands the restrictions set out in this Section and will comply with these terms. Finally, Sched shall notify Customer in writing in five (5) business days after it has determined that it can no longer meet its obligations under the Data Protection Laws. Upon receipt of Sched’s written notice, Customer will take reasonable and appropriate steps to stop and remediate unauthorized use of Customer Personal Data.

Authorized Subcontractors. Sched shall (i) provide written notice to Customer; or (ii) provide Customer with a mechanism to subscribe to notifications of new subcontractors for each applicable Service, to which Customer shall subscribe, and if Customer subscribes, Sched shall provide notification of a new subcontractors before authorizing any new subcontractors to process Customer Personal Data in connection with the provision of the Service. Customer may object to Sched’s use of a new subcontractor by notifying promptly Sched following Customer’s receipt of Sched’s written notice or notification sent by the mechanism to which Customer subscribes. Sched shall ensure that all subcontractors have entered into a written contract with Customer containing data protection obligations that are as restrictive as the obligations set forth in this DPA (to the extent applicable to the services provided by the subcontractors).

Sched Security Measures. Subject to any hardware, software, and network infrastructure used by Customer, Sched shall implement and maintain appropriate security measures appropriate to protect Customer Personal Data from Security Incidents and to preserve the security and confidentiality of Customer Personal Data (“Security Measures”). In assessing the appropriate level of Security Measures, Sched shall take into account the nature of the data and the processing activities in assessing the risks posed by a potential Security Incident; in no event, however, will the Security Measures fall below the standards set forth in this DPA or as otherwise required by the Data Protection Laws. Sched shall ensure that any of its affiliates, officers, directors, employees, supplier, advisers and agents (“Representatives”) who are authorized by Sched to process Customer Personal Data bound by appropriate obligations of confidentiality (whether a contractual or statutory duty).

Cooperation with Customer.

Audit. Sched will reasonably cooperate with Customer’s efforts to monitor Sched’s compliance with this DPA and the Data Protection Laws. To this end, Sched shall provide written responses (on a confidential basis) to all reasonable requests for information made by Customer related to its processing of Customer Personal Data, including responses to information security and audit questionnaires that are reasonably necessary to verify compliance. Such request will occur no more than once in any 12-month rolling period and upon written notice by Customer at least 30 calendar days in advance.

Data Subject Requests. Sched will not respond to any requests from individuals regarding access to, or processing of, their Customer Personal Data, unless required by Data Protection Laws. However, to the extent that Customer is unable to independently access the relevant Customer Personal Data, Sched shall, taking into account the nature of the processing, reasonably cooperate with Customer’s efforts to respond to and comply with any requests from individuals made in accordance with the Data Protection Laws; provided that Customer promptly notifies Sched of such request by individuals and provides the information necessary for Sched to assist with Customer’s response. In the event that Sched receives such request directly from the individuals, Sched shall not respond to such communication directly without Customer’s prior authorization, unless legally compelled to do so. If Sched is required to respond to such a request by individuals, Sched shall promptly notify Customer and provide it with a copy of the request unless legally prohibited from doing so.

Customer’s Responsibilities.

Customer agrees that, without limitation of Sched’s obligations under this DPA, Customer is solely responsible for its use of the Service, including (a) making appropriate use of the Service to maintain a level of security appropriate to the risk in respect of the Customer Personal Data; (d) providing all appropriate notices and obtaining any necessary consents for Sched to Process Customer Personal Data as set forth in the Agreement; and (e) backing up Customer Personal Data.

Customer Personal Data provided or otherwise made available to Sched shall not contain any (a) Social Security numbers or other government-issued identification numbers; (b) protected health information subject to the Health Insurance Portability and Accountability Act or other information regarding an individual’s medical history, mental or physical condition, or medical treatment or diagnosis by a health care professional; (c) health insurance information; (d) biometric information; (e) passwords to any online accounts; (f) credentials to any financial accounts; (g) tax return data; (h) any payment card information subject to the Payment Card Industry Data Security Standard; (i) Personal Data of children under 13 years of age; or (j) any other information that falls within any “special categories of data” (as defined in GDPR) or constitutes “sensitive personal information” (as defined in CCPA) or similar terms as defined by applicable Data Protection Laws.

Cross-Border Transfers. Sched shall not allow any Restricted Transfers unless expressly permitted by the terms of the Agreement, and only if accomplished in accordance with the terms of this Exhibit. Where Customer Personal Data located within the EEA or UK will be transferred to or accessed by Sched from a Restricted Country, Sched confirms that such transfer will comply with the EU-US Data Privacy Framework (“DPF”) Principles available at https://www.dataprivacyframework.gov/EU-US-Framework. If any country or territory outside of the EEA or UK where Software Services are to be rendered has enacted or enacts in the future, a data protection-related Law that Sched concludes, in its sole judgment, requires the execution of a supplemental agreement, then upon Customer’s request, Sched shall execute such supplemental agreement promptly.

Miscellaneous. Any claims brought under this DPA will be subject to the terms and conditions of the underlying Agreement. This Exhibit is governed by and construed in accordance with the governing law and jurisdiction provisions in the underlying Agreement. For the avoidance of doubt, by applying the provisions of this DPA, the Parties do not intend to grant third-party beneficiary rights to individuals, which are the subject of the Customer Personal Data, when those individuals would not otherwise benefit from such rights under Data Protection Laws. To the extent there is any conflict between this Exhibit and the Agreement, the Exhibit will prevail.