Here are some key definitions used in these Terms:
“Services” means Sched’s event creation, planning, organization, scheduling, and management services as provided on, among other things, its websites, applications, and other platforms.
“Organizers” means our customers who use our Services to create and organize events.
“Attendees” means attendees, participants, speakers, and others who use our Services to attend, learn about, or participate in Organizers’ events.
“Users” means Organizers, Attendees, or any other person using our Services.
“Content” means any information, files, data, text, links, graphics, photos, audio, videos, or other materials uploaded, downloaded, posted, submitted, or displayed by a User on the Services. For the avoidance of doubt, if you are an Organizer, your Content includes any information, files, data, text, links, graphics, photos, audio, videos, or other materials from or about your Attendees that is uploaded, downloaded, posted, submitted, or displayed on the Services by you.
Users are referred to as “you” or “your” in these Terms. If you are a representative of a company, organization, government, or other legal entity accessing and using the Services on behalf of such entity, you represent and warrant that you are authorized to bind such entity to these Terms, in which case “you” and “your” as used in these Terms shall refer to such entity.
We want these Terms to be as simple as possible but legalese is still required in some sections. If you have any questions about the Terms, please contact us at email@example.com.
1. Your Rights and Responsibilities
The Services are protected by copyright, trademark, and other US and foreign laws. These Terms do not grant you any right, title, or interest in the Services, other Users’ Content, or any related trademarks, logos, or other brand features. You agree not to reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.
Our Services may allow you to download software that may update automatically from time to time. So long as you comply with these Terms, we give you a limited, nonexclusive, nontransferable, revocable license access our Site and to use such software, solely to access the Services.
To the extent any component of the Services may be offered under an open source license, we will make that license available to you and the provisions of that license may expressly override some of these Terms.
Some of the Services require payment of fees and you must pay them in a timely manner. We may change our fees for future Services at any time by posting a new fee schedule on our website and/or sending you a notification by email.
2. Your Content
By using the Services, you grant us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate, and distribute your Content in any existing or future media as we deem appropriate. You also grant to us the right to sub-license these rights. We may use your comments or suggestions on how to improve our Services without any obligation to you.
You shall timely obtain all authorizations, consents, releases, and permissions (“Consent”), and provide all privacy notices, that are necessary or required with respect to your Content. Without limiting the generality of the foregoing, if you are an Organizer, you shall obtain Consent from each Attendee to publicly publish on the Services information identifying and describing the Attendee as a speaker, moderator, artist, performer, exhibitor, or sponsor of your event, as the case may be. You shall not submit or use Content or use the Services in any way that infringes, misappropriates, or violates any trademark, copyright, patent, trade secret, right of publicity, right of privacy or other personal, legal, proprietary or contractual right of any User or third party or violates any applicable law. As an Organizer, you are solely responsible for ensuring that any page displaying an event on the Services (and the event itself) meet all applicable local, state, provincial, national and other laws, rules and regulations, and that the goods and services described on the event page are delivered as described and in an accurate satisfactory manner.
Our Services are not intended to be used by a person under the age of 13, or any higher legally-required minimum age in the jurisdiction where the person resides. You are prohibited from providing any Content about a person under the age of 13, or any higher minimum age in the jurisdiction where the person resides.
While we may review your Content for compliance with these Terms, we have no obligation to do so. We are not responsible for the Content that Users submit and share using the Services. You are solely responsible for securing and maintaining your Content.
3. Acceptable Use
3.1 Prohibited Misuse.
We require that all Users of our Services conduct themselves with respect for others, and you agree not to misuse the Services as follows:
(1) Abusive Behavior: Do not harass, threaten, or defame any person or entity. Do not contact any person who has requested no further contact. Do not use ethnic, religious, or other offensive slurs against any person or group.
(2) Privacy: Do not violate the privacy rights of any person. Do not collect or disclose any personal address, social security number, or other personal data without each holder’s written permission. Do not cooperate in or facilitate identity theft.
(3) Intellectual Property: Do not infringe upon the copyrights, trademarks, trade secrets, or other intellectual property rights of any person or entity. Do not reproduce, publish, or disseminate software, audio recordings, video recordings, photographs, articles, or other works of authorship without the written permission of the copyright holder.
(4) Hacking, Viruses, & Network Attacks: Do not access any computer or communications system without authorization, including the computers used to provide the Service. Do not attempt to penetrate or disable any security system. Do not intentionally distribute a computer virus, launch a denial of service attack, or in any other way attempt to interfere with the functioning of any computer, communications system, or website. Do not attempt to access or otherwise interfere with the accounts of other Users.
(5) Spam: Do not send bulk unsolicited emails (“Spam”) or sell or market any product or service advertised by or connected with Spam. Do not facilitate or cooperate in the dissemination of Spam in any way. Do not violate the CAN-Spam Act of 2003.
(6) Fraud: Do not issue fraudulent offers to sell or buy products, services, or investments. Do not mislead anyone about the details or nature of a commercial transaction. Do not commit fraud in any other way.
(7) Violations of Law: Do not violate any law.
Reports of violations or misuse of the Services may lead to suspension or termination of your account or legal action, and you may be required to pay for the costs of investigation and remedial action related to misuse. We reserve the right to take any other remedial action we see fit. Notwithstanding the above, we are not responsible for Users’ conduct and have no obligation to review or remedy any User’s conduct in connection with the Services.
3.2 Copyright Dispute Policy.
We respect the intellectual property rights of others and expect you to do the same. This policy statement lists our requirements for notice of copyright infringement and for responses to such a notice if you or your Content are accused of copyright violations.
We use the copyright infringement procedures of the Digital Millennium Copyright Act. We will take whatever action we deem appropriate, in our sole discretion, including removal of the challenged Content from our Services.
To notify us of copyright infringement related to the Services, please send a written communication to our Copyright Agent identified below, that is substantially compliant with the statutory requirements of 17 U.S.C. §512(c)(3) as amended from time to time.
Please send all notices required by this section to our Copyright Agent:
Sched LLC / 8605 Santa Monica Blvd #69687 / Los Angeles, CA 90069-4109
Attn: Copyright Agent
Tel: 1-213-267-4162 / Email: firstname.lastname@example.org
4. Privacy and Consumer Information
4.1 Personal Data.
If you are an Organizer, you represent, warrant and agree that (a) you will at all times comply with all applicable local, state, provincial, national and other laws, rules and regulations with respect to information you collect from (or receive about) consumers, and (b) you will at all times comply with any applicable policies posted on the Services with respect to information you collect from (or receive about) consumers.
5. Access and Termination
Access to some or all of our Services may be restricted at our discretion. It is your responsibility to keep the e-mail address and password enabling you to access the Services confidential. We are not responsible for any unauthorized use of the Services, but you must promptly notify us of any unauthorized use of or access to the Services of which you become aware.
We may suspend or limit your use of the Services if you violate these Terms or use the Services in a manner that we reasonably believe will cause us harm or liability. We may also suspend use of the Services in the event of a security emergency, which means any use of the Services that do or could disrupt the Services, other Users’ use of the Services, or the infrastructure used to provide the Services, and unauthorized access to the Services.
These Terms apply as soon as you access the Site or use our Services and shall continue in effect until they are terminated. You may terminate your use of the Services at any time by notifying us. If you decide to terminate the Services, you are solely responsible for terminating your account before the next invoice period. You will be obligated to pay all fees owed up to the date of termination.
You understand and agree that we may immediately terminate your right to use the Services without notice to you under certain circumstances, including, but not limited to: (a) breach of these Terms; (b) requests by law enforcement, government agencies, or court order; (c) security and technical issues or problems; (d) non-payment of any fees owed by you; or (e) extended periods of inactivity.
If your use of the Services if terminated for any reason, you understand and agree that we may delete all of your Content (and any other information associated with you) and that we will not be liable to you or any third party for any termination of your right to use the Services or for the deletion of your Content.
Upon termination we will have no further obligation to grant you any access to or use of the Services.
6.1 Services “As Is.”
To the fullest extent permitted by law, we make no warranties, either express or implied, about the Services. The Services are provided “as is” and “as available.” We also disclaim any warranties of merchantability, fitness for a particular purpose, and non-infringement.
6.2 Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SCHED SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SCHED EXCEED THE AMOUNT YOU PAID SCHED, IF ANY, IN THE PAST THREE MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT SCHED HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
You will indemnify and hold us, (“us” in this section includes our affiliates, subsidiaries, officers, directors, owners, agents, employees or licensors), harmless, including costs and attorneys’ fees, from and against any damage, claim or demand (whether direct, indirect, incidental, consequential or otherwise), for loss, liability, cost and expense made by any third party against us regarding: (a) your breach of these Terms (including any terms or agreements or policies incorporated into these Terms) (b) your Content; (c) your use of the Services (including, if you are an Organizer, your Attendees’ use of the Services); (d) infringement by you (including, if you are an Organizer, infringement by your Attendee) or any third party using your account, of any intellectual property or other right of any person or entity; (e) your breach of any applicable local, state, provincial, national or other law, rule or regulation or the rights of any third party; and (f) if you are an Organizer, your events (including where Sched has provided Services with respect to those events), provided that in the case of (f) this indemnification will not apply to the extent that the Claim arises out of Sched’s gross negligence or willful misconduct. Sched will provide notice to you of any such Claim, provided that the failure or delay by Sched in providing such notice will not limit your obligations hereunder except to the extent you are materially prejudiced by such failure. Also, in certain circumstances, Sched may choose to handle the Claim ourselves, in which case, you agree to cooperate with Sched in any way we reasonably request.
6.4 Third party links and websites.
Users of the Services may gain access to third party sites on the Internet through hypertext or other computer links via the Services or through Organizers. Sched has no control over these websites and you understand these third party sites are not within our supervision or control. We make no representation or warranty whatsoever about any third-party site that is linked to or connected with our Services, or endorse the products or services offered on such site. We disclaim: (a) all responsibility and liability for content on third party websites and (b) any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information). You hereby irrevocably waive any claim against us with respect to such sites and third-party content.
6.5 Attorneys’ Fees.
If we file an action against you to enforce these Terms and we prevail, we are entitled to recover reasonable attorneys’ fees and any damages or other relief we may be awarded.
7. The Legal Particulars & Miscellaneous Items
7.1 Controlling Law and Judicial Forum.
7.2 Entire Agreement.
These Terms constitute the entire agreement between you and Sched with respect to the subject matter of these Terms and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms.
7.3 Waiver, Severability & Assignment.
Our failure to enforce a provision is not a waiver of our right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. We may assign our rights to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.
We may revise these Terms from time to time and will always post the most current version on our website. If a revision materially affects your rights, we will notify you (by sending a message to the email address associated with your account or on this page). By continuing to use the Services after such modifications, you agree to be bound by the modified Terms.
7.5 No Third-Party Beneficiaries or Agency.
There are no third-party beneficiaries to these Terms. Without limiting this section, an Organizer’s Attendees are not third-party beneficiaries to the Organizer’s rights under these Terms. We are not legal partners with you or agents of each other, and these terms do not create a joint venture.
7.6 Feedback and Information:
Any feedback you provide at this Site or about this Site shall be deemed to be non-confidential. Sched shall be free to use such information on an unrestricted basis.
8. Data Protection
This Section 8 applies only to Organizers and only to the extent and on the condition that: (a) Sched Processes Organizer Personal Data (defined below) for or on behalf of the Organizer pursuant to these Terms; and (b)the Data Protection Laws apply to such Organizer Personal Data.
“Controller”, “Processor”, “Data Subject”, “Processing” and “Personal Data” shall have the meanings ascribed to them in Data Protection Laws.
“Organizer Personal Data” means any Personal Data that is part of the Organizer’s Content and subject to the Data Protection Laws.
“Data Protection Laws” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, and repealing Directive 95/46/EC, and any similar or related implementing legislation by European Union or European Economic Area member states, the United Kingdom, or Switzerland.
8.2 Roles of the Parties.
Organizer is the Controller and Sched is the Processor with respect to the Processing of any Organizer Personal Data pursuant to these Terms. Sched shall only Process Organizer Personal Data on behalf of and in accordance with Organizer’s documented instructions, which include the provisions of these Terms, unless otherwise required to comply with any Data Protection Laws. Organizer and Sched shall comply with the Data Protection Laws.
8.3 Nature, Purpose, and Duration of Processing.
Sched will Process Organizer Personal Data as necessary to perform the Services for the duration of the Agreement, unless otherwise agreed upon in writing. Organizer may submit Organizer Personal Data to the Sched and/or the Services, the extent of which is determined and controlled by Organizer in its sole discretion, and which may include, but is not limited, to the following categories: name, address, email address, telephone number, payment or financial information, company, position, location, photo, and biographical information. Organizer is responsible for satisfying its obligations regarding the Organizer Personal Data under the Data Protection Laws. Organizer Personal Data may include Personal Data from the following categories of Data Subjects: Attendees.
8.4 Cross-border Transfers/Privacy Shield.
Organizer instructs and authorizes Sched to transfer Organizer Personal Data to any country or territory, including the United States, so long as appropriate safeguards have been provided by Organizer and/or Sched. Sched is certified under the EU-US and Swiss-US Privacy Shield Frameworks (the “Privacy Shield”). Sched agrees to maintain its adherence to the Privacy Shield throughout the duration of the Agreement or implement an alternative appropriate safeguard which lawfully permits the transfer of Organizer Personal Data outside of the EU or Switzerland.
Sched may engage third party subcontractors that Process Organizer Personal Data (“Sub-processors”) for the purposes of providing products and services to Organizer under this Agreement. A current list of Sub-processors is available in Schedule 1, below. Organizer authorizes Sched to engage these Sub-processors for the purpose of fulfilling Sched’s obligations under this Agreement. Sched shall provide notice to Organizer of any changes concerning the addition or replacement of any Sub-processors (Organizer is responsible for regularly checking and reviewing Schedule 1 for any such changes, and changes to Schedule 1 shall be the sole means of communicating any such changes) and provide Organizer the opportunity to object to such changes. Organizer’s failure to object in writing to a new Sub-processor within ten (10) days of Sched’s posting of the new Sub-processor on Schedule 1 of these Terms shall constitute Organizer’s authorization of the new Sub-processor. If Sched determines in its sole discretion that it cannot reasonably accommodate Organizer’s objection, upon notice from Sched, Organizer may choose to terminate the Agreement pursuant to Section 5.2 of these Terms, which shall be Organizer’s sole and exclusive remedy.
Sched shall impose obligations on its Sub-processors that Process Organizer Personal Data that are the same as or equivalent to those set out in this Section 8 by way of written contract. Sched shall remain liable for the acts or omissions of its Sub-processors to the same extent that Sched would be liable if performing the Processing of Organizer Personal Data of the Sub-processor.
8.6 Data Processing.
To the extent Sched Processes Organizer Personal Data for or on behalf of Organizer, Sched shall:
ensure that that its personnel are subject to binding obligations of confidentiality with respect to Organizer Personal Data;
implement reasonably appropriate technical and organizational security measures to ensure a level of security reasonably appropriate to the risk, taking into account, in Sched’s discretion, the state of the art, the costs of implementation and the nature, scope, context and purposes of the Processing as well as the risk of varying likelihood and severity for the rights and freedoms of Data Subjects;
assist the Organizer, at the Organizer’s sole cost and expense, (a) in responding to any request from a Data Subject and (b) in ensuring compliance with Organizer’s obligations under the Data Protection Laws with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators;
at the written direction of the Organizer, take reasonable measures to delete Organizer Personal Data or return Organizer Personal Data and copies thereof to the Organizer (or Attendee) upon proper termination of the Agreement, subject to applicable laws requiring the continued storage of the Organizer Personal Data by Sched; and
provide Organizer with information reasonably necessary to demonstrate compliance with the obligations set forth in this Section 8; any on-site audits or inspections shall be (i) subject to and conditioned on reasonable advance written notice, not less than sixty (60) days, to Sched; (ii) subject to and conditioned on a written non-disclosure agreement and a detailed written audit plan reviewed and pre-approved by Sched; (iii) limited to once every three (3) years; (iv) at Organizer’s sole cost and expense; (v) limited in scope and purpose to evaluate a specifically identified suspected failure by Sched to comply with the provisions of this Section 8 and only after Organizer has exhausted all other reasonable means as determined by Sched; and (vi) in the presence of a Sched representative.
9. Terms Applicable Only to the United States Government
If you are an agent or entity of the United States Government such that your agreement to the Terms could implicate the Anti-Deficiency Act (31 U.S.C. § 1341), the Terms are hereby modified (the “Amendment”) as follows only as they pertain to your use of our Services:
(a) Any provisions in the Terms related to indemnification are hereby waived, and shall not apply except to the extent expressly authorized by law;
(b) The Terms shall be governed by and interpreted and enforced in accordance with the laws of the United States of America without reference to conflict of laws. To the extent permitted by federal law, the laws of the State of Florida excluding Florida’s choice of law rules will apply in the absence of applicable federal law;
(c) Either party may assign its obligations under the Terms with the prior written consent of the other;
(d) If we file an action against you to enforce these Terms and we prevail, we are entitled to recover reasonable attorney fees and any damages or other relief we may be awarded only to the extent consistent with the Equal Access to Justice Act; and
(e) Any modifications or changes to the Amendment must be agreed upon by both parties.
10. Terms Applicable Only to the State and Local Governments
If you are an agent or entity of a state or local government in the United States and using our Services in that regard, the Terms are hereby modified (the “Amendment”) as follows only as they pertain to your use of our Services:
(a) Any provisions in the Terms related to indemnification shall apply to you only to the extent permitted (expressly or otherwise) by your jurisdiction’s laws; and
(b) The Terms relating to governing law, jurisdiction and venue do not apply.
SCHEDULE 1 (Sub-Processors)
Amazon Web Services & LeaseWeb: For hosting and serving files using their content delivery network.
Amplitude: For tracking analytics and usage. This helps us learn from trends.
Cloudflare: For hosting and serving files using their content delivery network.
Eventbrite: For integrating Eventbrite events into Sched, including attendee data and registration info.
Google LLC (Google G-Suite)/ Zoom : For team calendars, email, document hosting, conference calls and other business tools to enable communication and collaboration internally.
New Relic: For tracking server statistics like loading and response times. This helps us improve our application.
Recurly / Bank of America / TSYS / Earth Class Mail: For payment processing and billing. We use Recurly to securely store billing information and charge for both one-time services and recurring charges. Bank of America, TSYS and Earth Class Mail to securely process payments.
The Rocket Science Group, LLC dba MailChimp (Mandrill): For email. We use Mandrill (owned by MailChimp) to power all of the emails that Sched sends out on behalf of our company and the event organizers that use Sched. They help ensure that organizers are sending email to people that want it, and not spamming them.
Active Campaign: For email marketing. We use Active Campaign for email marketing.
Calendly: For scheduling support and sales calls with potential and current customers.
Intercom & Front: For support. We use Intercom to power the chat widgets throughout the application and customer support/contact forms on the website. Attendees and organizers can use these to email or live-chat with our support team. We send additional data into Intercom, like which plan you have, to help us prioritize messages and improve our application.
Click Funnels: For email marketing, landing pages and set up email messages and sequences to reconnect with our audience.
Pendo Inc: For in-app communications, tracking analytics and usage. This helps us learn from trends.
Pipedrive: For tracking potential customers and their decision-making when interacting with our sales team.
Slack: For tracking potential customers and their decision-making when interacting with our sales team.
SendBird, Inc: For direct and group messaging within between users
Basecamp: For tracking potential customers and their decision-making when interacting with our sales team.
Google LLC (Google Analytics): For tracking analytics and usage. This helps us learn from trends.
Visual Website Optimizer: For A/B testing. We use VWO (Visual Website Optimizer) to improve the effectiveness of our site and application. For example, perhaps removing a field from the signup form will help more people create new event sites.
Mouseflow: For tracking how users interact with a page. This helps us improve the user experience and fix bugs.
Google LLC (Firebase): For tracking analytics and usage of mobile apps. This helps us learn from trends and fix errors.