Shedul Website Terms of Use

Last Updated: February 2019

The following Terms of Use (this “Agreement”) govern and regulate the relationship between Shedul and Partners (as defined in the subsequent paragraph), regarding the commercial access to and use of www.shedul.com and all affiliated websites owned and operated by Shedul including all subdomains, subdirectories, mobile sites, and mobile applications thereof (collectively, the “Shedul Website”).

In this Agreement, “you” and “Partner” refer to the business or individual using the Shedul Website. In this Agreement and for Partners located within the European Economic Area, “we” and “Shedul” refer to Fresha.com SV Ltd., a company incorporated under the Registrar of Companies of England and Wales with registered office address in 71-75 Shelton Street, London, Greater London, WC2H 9JQ, United Kingdom. For Partners located outside of the European Economic Area, “we” and “Shedul” refers to Surge Ventures USA, Inc., a Delaware C corporation.

In order to use the Shedul Website, you must agree to these Terms of Use. They contain many legal disclosures that you should read carefully, including terms that specify permissible uses of the Shedul Website. By accessing the Shedul Website, you agree that you are authorized to accept the terms set forth below on behalf of yourself and agree to these Terms of Use, our Privacy Policy, our Partner Terms and Conditions, and any additional policies made publicly available on the Shedul Website.

If you do not agree to be subject to these Terms of Use, your sole recourse is not to use the Shedul Website. By continuing to use the Shedul Website, you agree to be bound by this Agreement.

1. Desription of the Shedul Website

The Shedul Website provides a calendar management application for the beauty and wellness industry. The Shedul Website allows Partners to place, accept, conclude, keep records of, and manage products and services provided to their customers (“Consumers”). The Shedul Website also provides features such as client record management, sales reports, and online bookings.

2. Availability of The Shedul Website

You acknowledge that there may be interruptions in the delivery of the Shedul Website that are beyond our control. While we use reasonable efforts to keep the Shedul Website accessible, the Shedul Website may be unavailable from time to time for any reason including, but not limited to, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of our control, access to the Shedul Website may be interrupted, suspended or terminated.

Shedul retains the right at our sole discretion to deny access to the Shedul Website to any Partner or Consumer at any time and for any reason. Shedul is not required to disclose the reason for the denial of access to the Shedul Website to any of the previously mentioned parties.

3. Operation of The Shedul Website

We reserve complete and sole discretion with respect to the operation of the Shedul Website. We may, among other things:

a) make available to third parties information relating to the Shedul Website, including personal information that you have submitted on the website (subject to the limitations defined in our Privacy Policy);

b) withdraw, suspend or discontinue any functionality or feature of the Shedul Website; and

c) review uploaded files, forums, chats and user submissions and authorize restrictions on access thereto.

4. Ownership

Your access to the Shedul Website is not available for sale to any third party. The content and information available on the Shedul Website, as well as the infrastructure used by the Shedul Website, and all materials therein or transferred thereby and all intellectual property rights related thereto, are the exclusive property of Shedul. Except as explicitly provided herein, nothing in these Terms of Use shall be deemed to create a license in or under any such intellectual property rights and you agree not to modify, adapt, edit, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or resell any information, software, products or services obtained from or through the Shedul Website.

5. Shedul Code of Conduct

All interactions with the Shedul Website must be lawful and must comply with these Terms of Use. To the extent your conduct (as judged by us in our sole discretion), restricts or inhibits any other user from using or enjoying any part of the Shedul Website, we may limit your access to the Shedul Website and seek further remedies. Please do not engage in the following activities, as they are prohibited on the Shedul Website and constitute express violations of the Agreement:

6. Shedul Account

6.1 Creating a Shedul Account

Once you create an account for the Shedul Website, you may only create and hold one (1) account that you are solely responsible for managing. Your account is non-transferrable and may not be sold, combined or otherwise shared with any other Partner or Consumer. If you violate any of these limitations, we may terminate your account. If we terminate your account, you may not re-enroll or join under a new account unless if we formally invite you to do so. If you commit fraud or falsify information in connection with your use of the Shedul Website or in connection with your account on the Shedul Website, your account will be terminated immediately and we reserve the right to hold you liable for any and all damages caused by your conduct, to pursue legal action through relevant local and national law enforcement authorities and to notify your Internet Service Provider of any fraudulent activity we associate with you or your use of the Shedul Website.

6.2 Account Communications

By creating a Shedul account, you expressly consent and agree to accept and receive communications from us, including but not limited to, via e-mail, calls, and push notifications to the cellular telephone number and/or email address you provided us with. Additionally, by consenting to being contacted by Shedul, you understand and agree that you may receive notifications sent by Shedul, including but not limited to: communications concerning your Shedul account or updates concerning new and existing features, and news concerning Shedul and industry developments.

By creating a Shedul account, you expressly consent and agree to give Shedul permission to send communications on your behalf to Consumers, including via e-mail, text message, calls, and push notifications to the cellular telephone number and/or email address of those Consumers. These setting can be configured and/or disabled by you on the Shedul Website. By consenting to providing Shedul with the permission to contact Consumers on your behalf, you understand and agree that your Consumers may receive automated SMS or MMS messages or communications generated by automatic telephone dialing systems and/or communications containing prerecorded messages. IF YOU WISH TO OPT-OUT OF EMAIL, TEXT, OR OTHER COMMUNICATIONS, PLEASE CONTACT US DIRECTLY AT [email protected] However, you acknowledge that opting out of receiving communications from Shedul may lead to missed notifications and/or updates, and generally impact your use of the Shedul Website as a Partner.

7. Intellectual Property

7.1 Ownership

a) Everything located on or in the Shedul Website is the exclusive property of Shedul or is being used with permission. Any copying, distributing, transmitting, posting, linking, deep linking, or otherwise modifying of the Shedul Website without the express written permission of Shedul is prohibited. Any violation of this requirement may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties.

b) The Shedul Website contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Shedul Website are protected by copyright as a collective work under the copyright laws. Shedul owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part. You may download, print, and/or save copyrighted material for your personal use only. Except as otherwise expressly stated under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material without the express written permission of Shedul or the copyright owner is permitted. If copying, redistribution or publication of copyrighted material is permitted, you will make independent attribution and/or agree to make no changes in or deletion of any author attribution, trademark legend or copyright notice. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material from the Shedul Website.

c) “Shedul” is a trademark owned by Shedul. This trademark, together with other trademarks that are located within or on the Shedul Website otherwise owned or operated in conjunction with Shedul shall not be deemed to be in the public domain but rather the exclusive property of Shedul, unless such mark is under license from the trademark owner thereof, in which case such license is for the exclusive benefit and use of Shedul unless otherwise stated.

d) You will not upload, post or otherwise make available on the Shedul Website any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. Shedul does not have any express burden or responsibility to provide you with indications, markings or anything else that may aid you in determining whether the material in question is copyrighted or trademarked. You will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission. By submitting material to any public area of the Shedul Website you warrant that the owner of such material has expressly granted Shedul the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. You also permit any other Consumer to access, view, store or reproduce such material from any public area of the Shedul Website for that Consumer’s personal use. You also grant Shedul the right to edit, copy, publish and distribute any material that you make available on the Shedul Website.

7.2 Copyright Policy

Shedul reserves the right to terminate its agreement with you or any other Partner or Consumer who infringes third-party copyrights. If you believe that any material has been posted via Shedul Website in a way that constitutes copyright infringement, you shall provide Shedul with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location on the Shedul Website of the allegedly infringing work; (c) a written statement that you have a good faith belief that the disputed use is not authorized by the owner, its agent, or the law; (d) your name and contact information, including telephone number and e-mail address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf. (e) Contact information for notice of claims of copyright infringement is [email protected] IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.

Please note that this procedure is exclusively for notifying Shedul and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Shedul’s rights and obligations, but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations.

Shedul has adopted a policy of terminating, in appropriate circumstances, Partners or Consumers who are deemed to be repeat infringers. Shedul may also at its sole discretion limit access to the Shedul Website and/or terminate the accounts of any Partners or Consumers who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

8. Disclaimer of Warranty

8.1 Interpretation

You expressly agree that the use of the Shedul Website is at your own risk. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SHEDUL WEBSITE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT. Without limiting the foregoing, neither Shedul, its subsidiaries, affiliates or any of their respective staff members, agents, partners, third-party content providers or licensors, or any of their officers, directors, staff members or agents, warrant that use of the Shedul Website will be uninterrupted or error free; nor do they make any warranty as to (a) the results that may be obtained from use of the Shedul Website, or (b) the accuracy, reliability or content of any information provided on the Shedul Website. The Shedul Website is made accessible on an "as is" and "as available" basis. Shedul hereby disclaims any representations, warranties and conditions, whether express or implied, including those to title non-infringement, merchantability, and fitness for a particular purpose.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. SHEDUL DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SHEDUL WEBSITE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND SHEDUL WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

8.2 No Implicit Warranties

The information presented or contained in the Shedul Website is presented for informational purposes only. No information, whether oral or written, obtained by a Consumer from a Partner, a Partner from a Consumer, or from the Shedul Website will create any warranty not expressly stated in this agreement.

9. Partner and Consumer Communication

Shedul in some instances allows Partners and Consumers to use the Shedul Website to express opinions and communicate with other Partners or Consumers through forums, bulletin boards, discussion groups, chat rooms, reviews, or other communication facilities that may be offered on or through the Shedul Website from time to time (collectively "Communities"). Shedul shall have the right, but not the obligation, to monitor the content within the Communities at any time, for any reason, including to determine compliance with this Agreement and any operating rules established by Shedul, as well as to satisfy any applicable law, regulation or authorized government request. Without limiting the foregoing, Shedul shall have the right, but not the obligation, to remove any material from the Communities that Shedul, in its sole discretion, finds to be in violation of this Agreement or otherwise objectionable. Any opinions, advice, ratings, discussions, comments, and/or other messages or postings of any kind made by you to the Communities (collectively, "Statements"), are those of the respective author(s) or distributor(s) and not of Shedul.

10. Websites of Others

The Shedul Website may contain links to websites maintained by third parties. These links are provided solely as a convenience to you and not because we endorse or have an opinion about the contents on such websites. We expressly disclaim any representations regarding the content or accuracy of materials on such websites or the privacy practices of those websites. Shedul also takes no responsibility nor liability for the content presented on those websites. If you decide to access websites maintained by other parties, you do so at your own risk and you understand that this Agreement and our Privacy Policy do not apply to your use of such websites or links.

11. Public Nature of Your Statements

You understand and agree that all Statements, any comments or reviews you post on the Shedul Website, and any information contained in your Partner information profile are public and not private. Any other person (whether or not a user of the Shedul Website) may read your Statements without your knowledge. Please do not include any Personal Information (as defined in our Privacy Policy or otherwise) in your Statements. Shedul does not control or endorse any Statement found in any part of the Communities, and we specifically disclaim any liability concerning the Statements and the Communities and any actions resulting from your participation in any part of the Communities, including any objectionable content. Any Statements you post in connection with the Shedul Website are not confidential. By placing any information or other material in Communities (including but not limited to posting messages, uploading files, inputting data or engaging in any other form of communication), you automatically grant (or warrant that the owner of such content has expressly granted) to Shedul a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, worldwide license to use, copy, sublicense, reproduce, distribute, redistribute, modify, adapt, publish, edit, translate, transmit, create derivative works of, publish and/or broadcast, publicly perform or display any materials or other information (including without limitation, ideas contained therein for new or improved products or services) you submit to the Communities alone or as part of other works in any form, media, or technology whether by any means and in any media now known or hereafter developed and to sublicense such rights through multiple tiers of sublicenses.

12. Feedback

You may choose to or we may invite you to submit comments or ideas about the Shedul Website, including but not limited to, how to improve the Shedul Website or other products ("Idea(s)"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Shedul under any fiduciary or other obligation to you, and that we are free to use or publish the Idea without any compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by reviewing or accepting your submission, Shedul does not waive any rights to use similar or related ideas previously known to Shedul, or developed by its staff members, or obtained from sources other than you.

13. License for Statements

By posting Statements or other information on or through the Communities or in connection with the Shedul Website, you grant Shedul a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display the Statements alone or as part of other works in any form, media, or technology whether now known or hereafter developed without territorial or time limitations, and to sublicense such rights through multiple tiers of sublicensees. Your license of any Statements or information submitted above extends to use for promotions, advertising, market research or any other lawful purpose, without limitation.

14. Indemnity

You agree to defend, indemnify and hold harmless Shedul and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their staff members, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising out of or related to:

(i) Your use of and access to the Shedul Website, including any data or content transmitted or received by you;

(ii) Your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above, or representation or warranty;

(iii) Your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights;

(iv) Your violation of any applicable law, rule or regulation;

(v) User content or any other information or content that is submitted via Your account including, but not limited to, false or inaccurate information;

(vi) negligent or willful misconduct; or

(vii) any other party's access and use of the Shedul Website with Your unique username, password or other appropriate security code.

15. Termination

Shedul may terminate or update these Terms of Use at any time, or suspend access to the Shedul Website immediately, without prior notice or liability, if you breach any terms of these Terms of Use or for any other reason. Without limiting the foregoing, Shedul shall have the right to immediately terminate or suspend any of your passwords or accounts in the event Shedul considers, in its sole discretion, any of your conduct to be unacceptable, or in the event you breach this Agreement. Notwithstanding the above, these Terms of Use will survive termination of this Agreement.

16. Choice of Law

Any disputes arising out of or related to these Terms of Use and/or any use by you of the Shedul Website shall be governed by the laws of England and Wales without regard to its choice of law rules and without regard to conflicts of laws principles.

17. Additional Disclosures

No waiver by either you or Shedul of any breach or default or failure to exercise any right allowed under this Agreement is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under our Agreement. The section headings used herein are for convenience only and shall be of no legal force or effect.

The provisions of these Terms of Use apply equally to and are for the benefit of Shedul, its subsidiaries, affiliates, Partners and its third-party content providers and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf.

18. Miscellaneous

a) Reservation of Rights. The failure of either party to exercise in any respect any right provided in these Terms of Use will not be deemed a waiver of such rights.

b) Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

c) Assignability. These Terms of Use, and any rights and licenses granted hereunder, are not assignable, transferable or sublicensable by you except with Shedul’s prior written consent, but may be assigned by Shedul without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

d) Merger. Both parties agree that these Terms of Use, along with our Privacy Policy, Partner Agreement and any other legal notices published by Shedul on the Shedul Website, are the complete and exclusive statements of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter hereof, and that all modifications must be in a writing signed by Shedul, except as otherwise provided herein.

e) Independent Contractors.  No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Shedul in any respect whatsoever.

Causes of Action. Any cause of action or claim you may have with respect to Shedul must be commenced within one (1) year after the claim or cause of action arises. If any action in law or in equity is necessary to enforce the terms of this Agreement, and our Privacy Policy, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.

BY ACCESSING THE SHEDUL WEBSITE, YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT YOU WILL ABIDE BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS, IMMEDIATELY STOP ACCESSING THE SHEDUL WEBSITE.