ScheduleThing Subscription Agreement
BEFORE YOU USE THE SOFTWARE SUBJECT TO THIS SUBSCRIPTION AGREEMENT (THE "AGREEMENT"), PLEASE READ THIS DOCUMENT CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN SCHEDULETHING, LLC ("OUR", "US", "WE", OR "SCHEDULETHING") LOCATED AT 400 WEST 7TH STREET #200, BLOOMINGTON, IN 47401 AND YOU ("YOU", "YOUR" OR "YOURSELF") WHICH GOVERNS YOUR USE OF OUR INTERNET-BASED SCHEDULING AND RESERVATION SOFTWARE SERVICE.
WARNING: SCHEDULETHING (THE "SOFTWARE" OR "SERVICES") IS PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION OF THE SOFTWARE, OR ANY PORTION OF IT, MAY RESULT IN SEVERE CIVIL AND CRIMINAL PENALTIES, AND WILL BE PROSECUTED TO THE MAXIMUM EXTENT POSSIBLE UNDER THE LAW. THE SOFTWARE IS LICENSED, NOT SOLD.
1. Purchased Services and Payment Terms.
A. For so long as you are a customer of us and paying the monthly fee as required by this Agreement, ScheduleThing grants to you a non-exclusive right to use the Services, subject to the restrictions set forth in this Agreement and any other restrictions communicated by us in writing.
B. You shall choose the Services plan to be provided by us under the terms and pricing set forth at http://www.schedulething.com/pricing.
C. By signing up for the Services, you agree to pay on a monthly basis the fees ("Service Fee") designated for the Service plan selected by you at http://www.schedulething.com/pricing.
D. Subject to Section 1(g), at the end of each month, your subscription will continue to automatically renew at the fee rate applicable to the Service plan which you have selected, unless terminated by us or until you notify us of your decision to cancel your subscription to the Services.
E. Payments must be made by a major credit card (VISA, MasterCard, American Express). Your Billing Date will be determined by the date on which you first activate a paid account. Each month, you will be charged in advance for the Services on the same date ("Billing Date") or the closest date that occurs within that month.
F. If we do not receive the full amount of your Service Fee within 15 days of the Billing Date, a late payment charge of 1.5% per month may be added to your bill and immediately become due and payable.
G. You agree to pay us all reasonable attorney's fees and costs incurred by us to collect any past due amounts. Your account will be deactivated without further notice if payment is past due, regardless of the dollar amount. You agree to pay any outstanding balance in full within 30 days of cancellation or termination of the Services.
H. We may amend the fees at any time with thirty (30) days written notice to you.
I. There are no refunds offered. You may cancel your subscription at any time.
2. Service Implementation and Registration.
A. We may suspend the Services in the event we find any implementation issues with the Services. Such suspension shall remain in effect until you correct any issues specified by ScheduleThing and a suspension shall not relieve you of your payment obligations under the Agreement.
B. You agree to provide us with current, complete and accurate registration information for the Services and to maintain and properly update such information ("Registration Data").
C. You agree to provide true, accurate, current and complete information about yourself as prompted by the Service registration process (such information being the "Registration Data"). You further agree that, in providing such Registration Data, you will not knowingly omit or misrepresent any material facts or information and that you will promptly enter corrected or updated Registration Data via the Service, or otherwise advise us promptly in writing of any such changes or updates. You further consent and authorize us to verify your Registration Data as required for your use of and access to the Service. Once you subscribe to the Service, you shall receive a unique user ID and password in connection with your account (collectively referred to herein as "IDs"). You agree that you will not allow another person to use your IDs to access and use the Service under any circumstances. You are solely and entirely responsible for maintaining the confidentiality of your IDs and for any charges, damages, liabilities or losses incurred or suffered as a result of you failure to do so. We are not liable for any harm caused by or related to the theft of your IDs, your disclosure of your IDs, or your authorization to allow another person to access and use the Service using your IDs. Furthermore, you are solely and entirely responsible for any and all activities that occur under your account including any charges incurred relating to the Service. You agree to immediately notify us of any unauthorized use of your account or any other breach of security known to you. You acknowledge that the complete privacy of your data and messages transmitted while using the Service cannot be guaranteed.
3. Service Use and Limitations.
A. We will make reasonable efforts to keep the Services operational 24 hours a day/7 days a week, except for: (i) planned downtime (of which we will provide at least 8 hours prior notice); or (ii) any unavailability caused by circumstances beyond our control, including but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or Internet service provider failures or delays.
4. Ownership.
Subject to the limited rights expressly granted hereunder, we reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services or access to the Services without the express written consent of us. The look and feel of the Services is copyright © 2009 ScheduleThing, LLC. All rights reserved. You may not duplicate, copy or reuse any portion of the visual design elements without the express written consent of us.
5. Termination.
You may terminate this Agreement at any time by ceasing all use of the Services and by completing the online termination process, available by clicking "Cancel Your Account" in the 'Billing' section under 'Settings'. We may terminate this Agreement, at any time, without notice to you, if it believes, in its sole judgment, that you have breached or may breach any term or condition of this Agreement. You agree that termination of this Agreement will not relive you of any obligation to pay any accrued charges. You shall be charged the full amount of the fee for the month in which the Services were terminated. All sections which by their nature should survive the expiration or termination of the Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
6. Limitation of Liability.
EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES SET OUT HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY ON ACCOUNT OF ANY CLAIM (WHETHER BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE) FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS OF THE PARTIES SET OUT HEREIN, IN NO EVENT SHALL EITHER PARTY'S LIABILITY EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY LICENSEE UNDER THIS AGREEMENT. IF YOU ARE DISSATISFIED WITH THE SOFTWARE YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SOFTWARE.
7. Warranty.
WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SERVICES, SUPPORT SERVICES OR ACCURACY, COMPLETENESS, OR SUITABILITY OF ANY OF THE MATERIAL CONTAINED WITHIN THE SERVICES AND WE MAKE NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR COMPATIBLE WITH ANY HARDWARE OR SYSTEMS SOFTWARE CONFIGURATION.
7. Warranty.
WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SERVICES, SUPPORT SERVICES OR ACCURACY, COMPLETENESS, OR SUITABILITY OF ANY OF THE MATERIAL CONTAINED WITHIN THE SERVICES AND WE MAKE NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR COMPATIBLE WITH ANY HARDWARE OR SYSTEMS SOFTWARE CONFIGURATION.
8. Confidentiality.
You acknowledge that Confidential Information (as hereinafter defined) is a valuable, special, and unique asset of ScheduleThing and agree that you will not disclose, transfer, or use (or seek to induce others to disclose, transfer, or use) any Confidential Information for any purpose other than disclosure to Your authorized employees and agents who are bound to maintain the confidentiality of the Confidential Information. You shall notify ScheduleThing in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer, or use. You shall return all originals and copies of materials containing Confidential Information upon termination of this Agreement for any reason whatsoever. The term "Confidential Information" means any and all of ScheduleThing's trade secrets, confidential and proprietary information and all other information and data of ScheduleThing that is not generally known to the public or other third parties who could derive economic value from its use or disclosure, including, but not limited to, the Software. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.
9. Indemnification.
You agree to defend, indemnify and hold us harmless from and against any and all liability, loss or damage, cost or expense, including but not limited to court costs, attorneys' fees, and any awards or damages caused by, relating to or incident to your use of the Services or the products and/or services offered through your booking site.
10. Governing Law.
This Agreement will be governed and construed in accordance with the laws of the State of Indiana without regard to its rules governing conflicts of law. Exclusive jurisdiction for any dispute with ScheduleThing, or in any way relating to this Agreement, resides in the courts of the State of Indiana and Licensee submits to the personal jurisdiction of, and venue in, such court(s).
11. Miscellaneous.
This Agreement, the web site policies associated with our site through which the Software is accessed and all applicable forms constitute the entire agreement between the parties relating to the Software and supersede all prior or contemporaneous oral or written communications with respect to its subject matter. No modification to this Agreement will be binding, unless in writing and signed by a duly authorized representative of the parties. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Neither party shall have the power to obligate or bind the other party. The waiver of any breach of this Agreement by either party shall not constitute a continuing waiver or a waiver of any subsequent breach of this Agreement. If any term or provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement will not be affected and each such term or provision of this Agreement shall continue to be valid, binding and enforceable to the fullest extent permitted by law. Nothing in this Agreement shall prohibit ScheduleThing from furnishing the Service to others, including competitors of you.
