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TERMS OF USE




TERMS OF USE.

Effective November 21, 2022

Thanks for using Calendly. These Terms of Use (“Terms” or “Agreement”) are a
legal agreement between you and Calendly, LLC (“Calendly,” “we,” “our,” or “us”)
and govern your use of all the text, data, information, software, graphics,
photographs and more that we and our affiliates may make available to you (all
of which we refer to as “Documentation”), including our websites and any
services, plug-ins, software or other Downloadable Tools (as defined below) that
we may provide through any of our websites (the “Platform” or “Website” and
together with the Materials, these “Service(s)”). Calendly “Users” are the
people who have created a Calendly account (also referred to as “Customer(s)”),
and Calendly “Invitees” are people who have scheduled a meeting with a Calendly
User but may or may not have registered with Calendly. A Calendly “Viewer” is a
person who visits the Calendly Website but may or may not be a Calendly User or
Calendly Invitee.

If you are entering into these Terms on behalf of a company or other
organization, you hereby represent and warrant that you are authorized to enter
into these Terms on behalf of such company or other organization (“Authorized
User”).

READ THESE TERMS CAREFULLY BEFORE BROWSING THIS WEBSITE. USING THESE SERVICES
INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS. YOU CANNOT USE THESE
SERVICES IF YOU DO NOT ACCEPT THESE TERMS. THESE TERMS CONTAIN A DISPUTE
RESOLUTION AND ARBITRATION PROVISION, INCLUDING A CLASS ACTION WAIVER THAT
AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE
WITH CALENDLY.

IF YOU ARE A CALENDY USER, AUTHORIZED USER, VIEWER, OR INVITEE LOCATED IN THE
EUROPEAN ECONOMIC AREA, SWITZERLAND, OR UNITED KINGDOM, THE DATA PROCESSING
ADDENDUM ACCOMPANIES THESE TERMS AND SETS FORTH OTHER TERMS OF OUR AGREEMENT
THAT APPLY SOLELY TO THE EXTENT ANY INFORMATION YOU PROVIDE TO CALENDLY INCLUDES
PERSONAL DATA OF INDIVIDUALS LOCATED IN THE EUROPEAN ECONOMIC AREA, SWITZERLAND,
AND THE UNITED KINGDOM.


SCOPE.

Calendly’s Services facilitate the online scheduling of appointments. You may
access and use the Services only in accordance with these Terms. Please note
that these Terms govern your use of the Services, including, but not limited to,
the process through which your Invitees schedule appointments with you.

When using the features of the Services you are subject to any agreements,
policies or guidelines applicable to such features that may be posted from time
to time. All such agreements, policies or guidelines, including the Privacy
Notice, the End User License Agreement and the Data Processing Addendum (as
applicable) are hereby incorporated by reference into these Terms.


GENERAL USE.

We invite you to use these Services for your individual purposes and not for the
purposes of reselling ("Permitted Purposes") – enjoy!

Subject to these Terms, we grant you a limited, personal, non-exclusive and
non-transferable license to use and to display the Documentation and a limited,
personal, non-exclusive and non-transferable right to access and use the Service
following the set-up of a Free Account or Paid Account as set forth below. You
have no other rights in the Service and shall not use the Services for any
purposes beyond the scope of the access granted in this Agreement. Customer
shall not at any time, directly or indirectly, and to the extent Customer is a
company or other organization, shall not permit any Authorized Users to: (i)
copy, modify, or create derivative works of the Services or Documentation, in
whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign,
distribute, publish, transfer, or otherwise make available the Services or
Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or
otherwise attempt to derive or gain access to any software component of the
Services, in whole or in part; (iv) remove any proprietary notices from the
Services or Documentation; or (v) knowingly use the Services or Documentation in
any manner or for any purpose that infringes, misappropriates, or otherwise
violates any intellectual property right or other right of any person, or that
violates any applicable law. If you make copies of any portion of this Website
while engaging in Permitted Purposes then you agree to  keep on these copies all
of our copyright and other proprietary notices as they appear on this Website.

Subject to these Terms, we also grant you a limited, personal, non-exclusive,
non-transferable license to download, install and operate any plug-ins,
software, information, or other content that we may have specifically identified
within the Website as available for download solely in connection with accessing
the Website, including, but not limited to, relevant Calendly browser extensions
(“Downloadable Tools”). Such Downloadable Tools are also subject to the
additional terms provided to you upon download, including without limitation our
End User License Agreement.

Our Service is not intended for and may not be used by individuals under 13
years of age except as provided by the Educational Use Section of these Terms.
By registering for a Calendly account, you state that you are at least 18 years
of age, and you are responsible for ensuring that all Calendly Users and
Invitees are at least 13 years old. Creating an account with false information
is a violation of our Terms, including creating an account on behalf of others
or persons under the age of 18.


EDUCATIONAL USE.

Children under the age of 13 shall only use the Services under an account
created by and under their parent/guardian or school/educator and are
specifically prohibited from the use of the Services otherwise. If You are a
school or educator in the United States and want your students to use the
Services, Customer is and shall be responsible for complying with the U.S.
Family Educational Rights and Privacy Act ("FERPA") and Children’s Online
Privacy Protection Act of 1998 and its rules (collectively, “COPPA”).

To the extent that Calendly has access to “education records,” as defined by
FERPA and its implementing regulations, it is deemed and shall function as a
“school official” with “legitimate educational interests” when fulfilling its
responsibilities under this Agreement, and both parties agree that you have
“direct control” over the use of “education records” as these terms are defined
under FERPA.   Calendly agrees to comply with its obligations under FERPA,
including but not limited to the limitations on re-disclosure of personally
identifiable information from education records set forth in FERPA and with the
terms set forth below.

This means you shall notify those students' parents/guardians of the personally
identifiable information that you will collect and share with us and obtain
parental/guardian consent before its students sign up or use the Services. When
obtaining such consent, you shall provide parents/guardians with a copy of our
Privacy Policies, including our FERPA and COPPA Privacy Policy. You must keep
all consents on file and provide them to us if we request them. Additionally,
you shall be responsible for verifying the student parent relationship and shall
be responsible for compliance with the right of a parent to review personal
information provided by the child. You shall comply with such requirements by
requesting and providing Calendly with a data subject request for the
aforementioned data, or any changes to such data requested by the parent, and
providing the data to the parent after verification of the student parent
relationship. If you are located outside of the United States, Calendly shall
rely upon you and you shall obtain any required consents or approvals from the
parent or guardian of any student covered by similar laws and, as a condition to
your and your students' use of the Services, you shall comply with such laws.


ACCOUNT SETUP.

To use the Website, you need to set up a Calendly account. You may establish
either a free account (“Free Account”) or a paid account (“Paid Account”). You
are authorized by Calendly to set up one Free Account only. Calendly reserves
the right to terminate any additional Free Accounts set up by you and any Free
Accounts that have been inactive for over 6 months.

When you create an account, we collect registration-related information, which
includes your email address and your name. Once you submit the required
registration information, we alone will determine whether or not to approve your
proposed account. If approved, you will be sent an email detailing how to
complete your registration. For so long as you use the account, you agree to
provide true, accurate, current, and complete information that can be
accomplished by logging into your account and making relevant changes directly.
You are responsible for complying with these Terms when you access this Website,
whether directly or through any account that you may set up through or on this
Website. Because it is your account, it is your job to obtain and maintain all
equipment and services needed for access to and use of this Website as well as
paying related charges. You agree to choose a strong and secure password(s) and
maintain the confidentiality of your password(s), including any password of a
third-party site that we may allow you to use to access this Website. Should you
believe your password or security for this Website has been breached in any way,
you must immediately notify us at support@calendly.com.

Calendly or our billing processors collect your billing information when you
upgrade to a Paid Account. All information is protected in accordance with
our Privacy Notice.

Your account belongs to you. However, Calendly controls the URL(s) assigned to
your account and may change or deactivate the URL(s) without prior notice. If
your account is paid for by another party for you to use (for example, paid and
managed by your employer), the party paying for your account has the right to
control it, manage it, and get reports on your use of the Paid Account. The
party paying for your account does not have rights nor access to your separate,
personal account(s) that are not paid for nor managed by that party.


SUBSCRIPTION PERIOD AND SUBSCRIPTION FEES.

You agree to pay all applicable fees related to your use of this Website which
are described fully on our pricing page. By providing a payment method, you
expressly authorize us to charge the applicable fees on said payment method as
well as taxes and other charges incurred thereto at regular intervals, all of
which depend on your particular subscription and utilized services.

The subscription period for Paid Accounts can be month-to-month, yearly, or
another duration described more fully on our pricing page.

Paid Accounts are subject to fees based upon the account type you've selected.
For renewals, Calendly will automatically charge your payment method in the
amount of the then-current fee for your type of account, plus applicable taxes.
Each Renewal Term may include a price increase of the Consumer Price Index
(“CPI”) + 3% unless we notify you of a different rate before each Renewal Term
starts. All payments are non-refundable. To the extent that payment mechanisms
are provided through third parties, you agree that Calendly will have no
liability to you arising out of the acts or omissions of such third parties. If
applicable, you agree to maintain current billing information.

BY CREATING A PAID ACCOUNT, YOU CONSENT TO ALLOW CALENDLY TO CHARGE YOUR PAYMENT
METHOD, EITHER DIRECTLY OR THROUGH ITS PAYMENT PROCESSORS, FOR THE AMOUNTS DUE
FOR YOUR INITIAL SUBSCRIPTION PERIOD AND FOR ADDITIONAL SUBSCRIPTION PERIODS
UNTIL YOUR ACCOUNT IS CANCELED OR TERMINATED. PLEASE PRINT OUT THESE TERMS AND
CONDITIONS FOR YOUR RECORDS.


RENEWAL/CANCELLATION.

Paid Accounts will automatically renew for the same subscription period unless
you cancel the account by the end of the then-current subscription period. You
can cancel your account at any time within the Calendly application by accessing
the "billing" page, which is available under the "account" dropdown menu.
Cancellation will be effective immediately. Please note that after you cancel
your account, you may not be able to use or access the Platform and you will not
be entitled to a refund of any fees that you've paid.


LEGAL COMPLIANCE.

You agree to comply with all applicable domestic and international laws,
statutes, ordinances, and regulations regarding your use of our Website.
Calendly reserves the right to investigate complaints or reported violations of
our Terms and to take any action we deem appropriate, including but not limited
to canceling your User account, reporting any suspected unlawful activity to law
enforcement officials, regulators, or other third parties and disclosing any
information necessary or appropriate to such persons or entities relating to
your profile, e-mail addresses, usage history, posted materials, IP addresses,
and traffic information, as allowed under our Privacy Notice. You agree to
promptly notify Calendly in the event that you are made aware of any
unauthorized or illegal use of the Website.


INTELLECTUAL PROPERTY.

Our Services may contain our service marks or trademarks as well as those of our
affiliates or other companies, in the form of words, graphics, and logos, and
any and all intellectual property provided to Customer or any Authorized User in
connection with the Services (“Calendly IP”). Your use of our Services does not
constitute any right or license for you to use such service marks/trademarks.
Our Website is also protected under international copyright laws. The copying,
redistribution, use, or publication by you of any portion of our Website is
strictly prohibited. Your use of our Services do not grant you ownership rights
of any kind in our Website or Materials. Calendly reserves all rights not
expressly granted to Customer in this Agreement. Except for the limited rights
and licenses expressly granted under this Agreement, nothing in this Agreement
grants, by implication, waiver, estoppel, or otherwise, to Customer or any third
party any intellectual property rights or other right, title, or interest in or
to the Calendly IP.


NOTICES AND MESSAGES.

By using the Services, you consent to receive emails from us. These emails may
include notices about applicable fees and charges, transactional information and
other information concerning or related to the Services. These emails are part
of your relationship with us. By scheduling a meeting as an Invitee with a
Calendly User, you consent to receive transactional emails related to the
scheduled meeting (e.g. booking confirmations and reminders). If, as an Invitee,
you provide your phone number for text notifications, you also consent to
receive SMS notifications from Calendly related to the scheduled meeting between
you and the Calendly User.

You agree that any notices, agreements, disclosures, or other communications
that we send you electronically will satisfy any legal communication
requirements, including that such communications be in writing. You agree to
keep your contact information up to date, and to monitor your email settings to
ensure that you receive emails from us at your discretion and as necessary. If,
as an Invitee and/or Calendly User you do consent to the use of SMS
notifications as described herein, you also agree to comply with the terms and
conditions of the Twilio Acceptable Use Policy when sending and/or receiving
such SMS notifications.


LINKS TO OTHER WEBSITES.

Our Website may contain links to third party websites. These links are provided
solely as a convenience to you. By linking to these websites, we do not create
or have an affiliation with or sponsor such third party websites. The inclusion
of links within our Website does not constitute any endorsement, guarantee,
warranty, or recommendation of such third party websites. Calendly has no
control over the legal documents and privacy practices of third party websites,
and by using them, you may be giving those third parties permission to use or
control your information in ways Calendly would not. As such, you access any
third-party websites at your own risk.


CALENDLY COMMUNITY.

These Calendly Community Terms of Use (“Community Terms”) govern your use of
Calendly Community, our community platform (“Calendly Community”). These
Community Terms apply in addition to and supplement our Terms of Use, and are
hereby incorporated into our Terms of Use by reference. This means that both
these Community Terms and Calendly’s Terms of Use apply to your use of Calendly
Community. To participate in and use Calendly Community, you need to set up a
Calendly account.

Read these Community Terms carefully before using Calendly Community. Using
Calendly Community indicates that you have both read and accept these Community
Terms. You cannot use Calendly Community if you do not accept these Terms.

Calendly’s Expectations for use of Calendly Community.

We are pleased to provide our users with Calendly Community: a place where users
can collaborate and learn from one another to get the most of Calendly. In that
spirit, it is important that all users participate in Calendly Community in a
safe and respectful manner. The prohibited behaviors set out in the
“Unauthorized Activities” section of our Terms of Use apply to your use of
Calendly Community.  In addition to those prohibited behaviors, Users may not
post, share, display, or transmit any content that:

 * Promotes violence, hatred, or discrimination against individuals or groups
   based on race, ethnicity, religion, gender, age, sexual orientation,
   disability, or any other protected characteristic.

 * Contains any form of hate speech as defined by applicable laws and
   regulations.

 * Incites or encourages violence, harassment, or any form of harm towards
   others.

 * Is defamatory, obscene, offensive, or vulgar;

 * Violates the rights of others, including violating another person’s
   intellectual property rights, privacy rights, or any other applicable rights.

 * Violates any applicable law or regulation.

You agree to comply with all applicable domestic and international laws,
statutes, ordinances, and regulations regarding your use of Calendly Community.

User Content

The content that users post and share in Calendly Community is referred to in
these Community Terms as “User Content.” User Content may include messages,
reactions, discussion posts and replies, and multimedia, as well as information
that identifies you within the community, such as your name, your employer, and
your picture.

User Responsibility for User Content

You are solely responsible for your User Content. Calendly is not under any
obligation to screen or monitor User Content. However, Calendly reserves the
right to review User Content in Calendly’s sole discretion to ensure compliance
with these Community Terms and applicable laws, and to take any action Calendly
deems necessary, without notice, in response to a User’s violation of these
Community Terms, including removing User Content that violates these Community
Terms, suspending or terminating a User’s account, and taking any appropriate
legal action. No delay by Calendly in exercising or failure to exercise any part
of these Community Terms will operate or be construed as a waiver thereof.

License to User Content

You grant to Calendly an irrevocable, perpetual, royalty-free, worldwide,
sublicensable, nonexclusive license to copy, modify, publish and display your
User Content, and to make, use (and permit others to use) your User Content in
connection with operating, improving, and providing you with Calendly Community.

User Content is Public

Although only Calendly Users may post in Calendly Community, the content on
Calendly Community is available to and viewable by the public. YOU UNDERSTAND
THAT ANY AND ALL OF YOUR USER CONTENT MAY BE PUBLICLY VISIBLE. Your use of
Calendly Community is at your own risk. Do not include any information in your
User Content that is confidential, proprietary, sensitive, or private, or that
violates any law.  Calendly is not responsible for any use or misuse by any
third party of your User Content.

Rewards

Calendly may provide you with rewards in connection with your engagement in
Calendly Community, such as badges, points, prizes or other recognition
(“Rewards”). Calendly offers these Rewards in its sole discretion, and reserves
the right to modify, suspend, or terminate the Rewards, and any criteria on
which Rewards are awarded, at any time without prior notice.  Rewards have no
cash value and may never be exchanged for cash. Rewards are non-transferable and
you have no property rights in Rewards.


FORUMS.

Certain areas of this Website are public-facing and allow you to interact with
others (e.g., the Calendly blog and the idea portal) (together, “Forums”). These
Forums may permit you to submit feedback, information, data, text, software,
messages, or other materials (each, a "Submission"). We love hearing from our
Users and Invitees! It's incredibly helpful and helps us to make a better
Calendly for all. If you choose to provide a Submission, either directly to us
or via a Forum, you agree that we can use them without any restrictions or
compensation to you.

Any information that you post in a Forum might be read, collected, and used by
others who access it. To request removal of your information from a Forum,
contact support@calendly.com. In some cases, we may not be able to remove your
information, in which case we will let you know that, and why.

You agree that you are solely responsible for all of your Submissions and that
any such Submissions are considered both non-confidential and non-proprietary.
If you use Forums, you also understand that anyone could see your Submissions.
Calendly does not endorse, nor are we required to pre-screen your Submissions
(although we might), and, like elsewhere on the Internet, Submissions from other
people could offend you. Further, we do not guarantee that you will be able to
edit or delete any Submission you have submitted.

By submitting any Submission, you are promising us that you own all rights in
your Submission, your Submission does not infringe on the rights of others, your
Submission does not violate any laws or regulations, and your Submission is not
in poor taste.

You grant to us an irrevocable royalty-free license to copy, modify, publish and
display your Submission, and to make, use (and permit others to use) your
Submission for any purpose (including, without limitation, to use your
Submission in our Website).

We are not obligated to publish any information or content on our Forum and can
remove information or content at our sole discretion, with or without notice.


UNAUTHORIZED ACTIVITIES.

To be clear, we authorize your use of these Services only for Permitted
Purposes. Any other use of these Services beyond the Permitted Purposes is
prohibited and, therefore, constitutes unauthorized use which may result in the
violation of various United States and international copyright laws, the
deletion of your Calendly account, or a block from the Services. Unless you have
written permission from us stating otherwise, you are not authorized to use
these Services in any of the following ways. (Note that these are examples only,
and the list below is not a complete list of everything that you are not
permitted to do):

You are not allowed to use the Services:

 * To create a competing product, resell or broker the Services to any
   third-party;

 * In a manner that modifies, publicly displays, publicly performs, reproduces,
   or distributes any of the Services;

 * In a manner that violates any relevant law or the Terms of this Agreement,
   including but not limited to anything that is illegal in the jurisdiction
   where the User, Invitee and/or Authorized User is located;

 * To stalk, harass, spam, or harm another individual, organization, or
   business;

 * To disclose information that you do not have permission to disclose;

 * To impersonate any person or entity, misstate your Personal Data, or
   otherwise misrepresent your affiliation with a person or entity;

 * To interfere with or disrupt the Services or servers or networks connected to
   the Services;

 * To use any data mining, robots, or similar data gathering or extraction
   methods in connection with the Services;

 * To disseminate any viruses, worms, or otherwise harmful code; or

 * To attempt to gain unauthorized access to any portion of the Services or any
   other accounts, computer systems, or networks connected to the Services,
   whether through hacking, password mining, or any other means;

 * To submit or store Payment Card Industry data (such as credit card numbers)
   without using an authorized Calendly payment integration;

 * To disclose any types of information listed in the California Customer
   Records statute (Cal. Civ. Code § 1798.80(e)) or other relevant privacy
   regulations, including medical or health insurance information, education
   information, employment information, credit or debit card information, or any
   other financial information, driver’s license, or other government
   identification number;

 * To disclose or collect any types of information considered to be protected
   classification characteristics under California or other relevant law,
   including Age (if 40 years or older), race, color, ancestry, national origin,
   citizenship, religion or creed, marital status, medical condition, physical
   or mental disability, sex (including gender, gender identity, gender
   expression, pregnancy or childbirth, and related medical conditions), sexual
   orientation, veteran or military status, and genetic information (including
   familial genetic information); and

 * To disclose or collect any information defined by relevant laws as biometric
   information, or any information that falls within the definition of “special
   categories of data” under EU Data Protection Laws, “protected health
   information” under California or other relevant law or regulations. “Special
   categories of data” include, for example, information about an individual’s
   race, ethnic origin, politics, religion, trade union membership, genetics,
   biometrics, health, sex life, sexual orientation, or criminal records.


FAIR USE POLICY.

Calendly’s Fair Use Policy builds on existing use restrictions and helps us
ensure that the services can be used fairly by every customer. Certain Calendly
features, like notifications, may be aggregated and collectively sent from fewer
email addresses or phone numbers. This means those features are used
concurrently by a number of customers. If a single customer places
disproportionately high demands on the services, it may adversely affect the
Calendly experience for other users. The vast majority of our customers use the
service considerately and their usage levels don't adversely impact service
capacity. However, even the activity of a small number of customers who use the
service inappropriately has the potential to significantly impact the service
for other customers.

Calendly Users’ (and/or Authorized Users’) utilization of certain features like
SMS notifications are continuously monitored. As it relates to SMS features,
Users/Authorized Users may be limited per user per month. Calendly reserves the
right to determine such limitations, restrict such SMS usage or suspend access
for excess usage in order to protect Calendly’s platform and other customers’
usage.


BETA FEATURES.

Calendly, may, from time to time, offer beta or trial features. The use of such
beta features is governed by the Beta Terms available at
https://calendly.com/terms/beta-terms and incorporated herein.


INDEMNIFICATION.

You alone are responsible for any violation of these Terms by you. You agree to
indemnify and hold Calendly, its parents, subsidiaries, affiliates, officers,
agents, employees, resellers or other partners, and licensors harmless from any
claim, demand, loss, or damages, including reasonable attorneys’ fees
(“Losses”), resulting from any third-party claim, suit, action, or proceeding
(“Third-Party Claim”) that the Customer Data, or the use thereof in accordance
with this Agreement, infringes or misappropriates such third party’s
intellectual property rights or violates any applicable law or regulation and
any Third-Party Claims based on Customer’s or any Authorized Users’ (i)
negligence or willful misconduct; (ii) use of the Services in a manner not
authorized by this Agreement; (iii) use of the Services in combination with
data, software, hardware, equipment, or technology not provided by Calendly or
authorized by Calendly in writing; or (iv) modifications to the Services not
made by Calendly, provided that Customer may not settle any Third-Party Claim
against Calendly unless Calendly consents to such settlement, and further
provided that Calendly will have the right, at its option, to defend itself
against any such Third-Party Claim or to participate in the defense thereof by
counsel of its own choice.


WARRANTY DISCLAIMER.

THE SERVICES ARE PROVIDED "AS IS" AND CALENDLY HEREBY DISCLAIMS ALL WARRANTIES,
WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CALENDLY SPECIFICALLY
DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF
DEALING, USAGE, OR TRADE PRACTICE. CALENDLY MAKES NO WARRANTY OF ANY KIND THAT
THE CALENDLY IP, OR SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF,
WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT
INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY
SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF
HARMFUL CODE, OR ERROR FREE. CALENDLY STRICTLY DISCLAIMS ALL WARRANTIES, WITH
RESPECT TO ANY THIRD-PARTY INTEGRATIONS.

THIS MEANS THAT WE DO NOT PROMISE YOU THAT THE SERVICES ARE FREE OF PROBLEMS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY THAT THE
SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE,
OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY AS TO THE
RESULTS THAT MAY BE OBTAINED OR AS TO THE ACCURACY OR RELIABILITY OF ANY
INFORMATION OBTAINED THROUGH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER
ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SERVICES OR FROM US OR OUR
SUBSIDIARIES/OTHER AFFILIATED COMPANIES WILL CREATE ANY WARRANTY. WE DISCLAIM
ALL EQUITABLE INDEMNITIES.


LIMITATION OF LIABILITY.

CALENDLY WILL NOT BE LIABLE TO YOU OR OTHERS FOR ANY DAMAGES RESULTING FROM YOUR
USE OF THE SERVICES OR YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY
DOCUMENTATION TO OR FROM THE WEBSITE. IN NO EVENT WILL CALENDLY BE LIABLE UNDER
OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY,
INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND
OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL,
ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST
BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION;
(d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA,
OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR
SERVICES, IN EACH CASE REGARDLESS OF WHETHER CALENDLY WAS ADVISED OF THE
POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE
FORESEEABLE. 

IN NO EVENT WILL CALENDLY’S AGGREGATE LIABILITY OR CALENDLY’S INDEMNIFICATION
OBLIGATIONS ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR
EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY, AND OTHERWISE EXCEED THE GREATER OF (I) THE AMOUNT PAID, IF
ANY, BY YOU TO CALENDLY IN CONNECTION WITH THESE TERMS IN THE TWELVE (12) MONTHS
PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (II) US $100.00.

THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE AGREEMENT BETWEEN YOU
AND CALENDLY AND SHALL APPLY TO ALL CLAIMS OF LIABILITY, EVEN IF CALENDLY HAS
BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL
THEIR ESSENTIAL PURPOSE.


LOCAL LAWS; EXPORT CONTROL.

We control and operate the Services from our headquarters in the United States
of America and the entirety of the Services may not be appropriate or available
for use in other locations. If you use the Services outside the United States of
America, you are solely responsible for following applicable local laws.

Calendly and you shall comply with all relevant United States export control
laws and regulations. Without limiting the foregoing: (a) you acknowledge that
the Services may be subject to the United States Export Administration
Regulations; (b) you affirm that you are not, and you will not (i) permit
Calendly Users or Invitees to access or use the Services in a United States
embargoed country; (ii) or permit Calendly Users or Invitees on the U.S.
Commerce Department’s Denied Persons, Entity, or Unverified Lists or (iii)
permit Calendly Users or Invitees on the U.S. Treasury Department’s list of
Specially Designated Nationals and Consolidated Sanctions list; and (c) you are
responsible for complying with any local laws and regulations which may impact
your right to import, export, access, or use the Services.


DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER.

Please Read This Provision Carefully. It Affects Your Legal Rights.

This provision facilitates the prompt and efficient resolution of any dispute
that may arise between you and us. Effectively, then, “dispute” is given the
broadest meaning enforceable by law and includes any claims against other
parties relating to services or products provided or billed to you (such as our
licensors, suppliers, dealers or third-party vendors) whenever you also assert
claims against us in the same proceeding.

This provision provides that all disputes between you and us will be resolved by
binding arbitration because acceptance of these Terms constitutes a waiver of
your right to litigate claims and all opportunity to be heard by a judge or
jury. We prefer this because we believe arbitration is less drama-filled than
litigation. To be clear, there is no judge or jury in arbitration, and court
review of an arbitration award is limited. The arbitrator must follow this
Agreement and can award the same damages and relief as a court (including
attorney’s fees). YOU AND CALENDLY AGREE THAT ANY AND ALL DISPUTES, AS DEFINED
ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST
OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING
ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.

Pre-Arbitration Claim Resolution

For all disputes, you must first give us an opportunity to cure or resolve the
dispute which is first done by emailing us at support@calendly.com the following
information: (1) your name, (2) your address, (3) a written description of your
claim, and (4) a description of the specific relief you seek. If we do not
resolve the dispute within 45 days after receiving your notification, then you
may pursue your dispute in arbitration.

Arbitration Procedures

If this provision applies and the dispute is not resolved as provided above
(Pre-Arbitration Claim Resolution) either you or we may initiate arbitration
proceedings. JAMS, https://jamsadr.com/, will arbitrate all disputes, and the
arbitration will be conducted before a single arbitrator. The arbitration will
be commenced as an individual arbitration, and will in no event be commenced as
a class arbitration. This provision governs in the event it conflicts with the
applicable arbitration rules. Under no circumstances will class action
procedures or rules apply to the arbitration. Because these Services and these
Terms concern interstate commerce, the Federal Arbitration Act (“FAA”) governs
the arbitrability of all disputes. However, the arbitrator will apply applicable
substantive law consistent with the FAA and the applicable statute of
limitations or condition precedent to suit. You or we may initiate arbitration
in either Georgia or the U.S federal judicial district where you are located.

Class Action Waiver

Except as otherwise provided in this provision, the arbitrator may not
consolidate more than one person’s claims, and may not otherwise preside over
any form of a class or representative proceeding or claims (such as a class
action, consolidated action or private attorney general action) unless both you
and Calendly specifically agree to do so following initiation of the
arbitration.

Other

You understand and agree that by accepting this provision in these Terms, you
and we are each waiving the right to a jury trial or a trial before a judge in a
public court. If any clause within this provision (other than the Class Action
Waiver clause above) is found to be illegal or unenforceable, that clause will
be severed from this provision whose remainder will be given full force and
effect. If the Class Action Waiver clause is found to be illegal or
unenforceable, this entire provision will be unenforceable and the dispute will
be decided by a court. This provision will survive the termination of your
account with us or our affiliates and your discontinued use of this Website.
Notwithstanding any provision in this Agreement to the contrary, we agree that
if we make any change to this provision (other than a change to the Notice
Address), you may reject any such change and require us to adhere to the
language in this provision if a dispute between us arises.


GENERAL TERMS.

We think direct communication resolves most issues – if we feel that you are not
complying with these Terms, we will likely tell you. We may even provide you
with recommended necessary corrective action(s) if possible. However, certain
violations of these Terms, as determined by us, may require immediate
termination of your access to this Website without prior notice to you.

The Federal Arbitration Act, Georgia state law and applicable U.S. federal law,
without regard to the choice or conflicts of law provisions, will govern these
Terms to the fullest extent permitted by applicable law. Except for disputes
subject to arbitration as described above, any disputes relating to these Terms
or this Website will be heard in the courts located in Fulton County, Georgia.
Except as otherwise set forth in the dispute resolution provision, if any of
these Terms are deemed inconsistent with applicable law, then such term(s) will
be interpreted to reflect the intentions of the parties, and no other terms will
be modified. By choosing not to enforce any of these Terms, we are not waiving
our rights. These Terms, together with our Privacy Notice, End User License
Agreement, FERPA COPPA Privacy Policy, and the Data Processing Addendum (as
applicable), contain the entire agreement between you and us and, therefore,
supersede all prior or contemporaneous negotiations, discussions or agreements
between Calendly and you about the Services. Any definitions found in the
Privacy Notice, End User License Agreement, FERPA COPPA Privacy Policy, and Data
Processing Addendum are hereby adopted by reference in this Agreement. The
rights of Calendly under our Terms will survive the termination of this
Agreement. No additional terms, conditions, consent, waiver, alteration, or
modification shall be binding unless in writing and signed by both parties.
Acceptance of any order by Calendly is expressly limited to the terms and
conditions of this Agreement. Any proposed additional or inconsistent terms or
conditions, including those in or accompanying any Customer proposal, any
Customer purchase order, or other agreement or any other Customer document
issued in connection with the sale or delivery of Products or Services is deemed
by Calendly to be a material change and is objected to and rejected by Calendly.
Calendly's acceptance of any orders will not constitute acceptance of any terms
and conditions contained therein.

In no event shall Calendly be liable to Customer, or be deemed to have breached
this Agreement, for any failure or delay in performing its obligations under
this Agreement, if and to the extent such failure or delay is caused by any
circumstances beyond Calendly's reasonable control, including but not limited to
acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot
or other civil unrest, strikes, epidemics, contractor difficulties, labor
stoppages or slowdowns or other industrial disturbances, or passage of law or
any action taken by a governmental or public authority, including imposing an
embargo.

Unless Customer has specifically notified Calendly to the contrary in writing
(including via email to support@calendly.com, legal@calendly.com,
or marketing@calendly.com), Calendly may disclose your company as a customer of
Calendly (if you use Calendly for business purposes and/or use a business email
address as your Calendly User email address) and may use your company’s name and
logo on the Website and in Calendly’s promotional content in accordance with
Customer’s brand guidelines or related documentation if provided by Customer.
Calendly will be granted a revocable, non-exclusive, non-sub-licensable,
non-transferable, royalty-free right and license (the "Trademark License") to
use, display and reproduce such party's name, logo, trademarks and service marks
(the "Trademarks"). Both acknowledge that the other party's Trademark is and
will remain the exclusive property of such party.


CHANGES.

We may amend our Terms at any time by publishing revised Terms on our Website
and/or by sending an email to the address you gave us. These Terms are current
as of the Effective Date set forth above. If any changes are made to these
Terms, we’ll post them on this page, so please be sure to check back
periodically. If you continue to use Calendly after those changes are in effect,
you agree to the revised Terms. Therefore, it is important for you to
periodically review our Terms to make sure you still agree to them. If you
object to any such modifications, your sole recourse will be to cease using this
Website. Calendly reserves the right to change any and all features of our
Services, at any time, without notice.


CANADA.

The parties declare that they have required that these Terms and Conditions and
all documents related hereto, either present or future, be drawn up in the
English language only. Les parties déclarent par les présentes qu’elles exigent
que cette entente et tous les documents y afferents, soit pour le present ou le
future, soient rédigés en langue anglaise seulement.


CONTACT US.

If you have any questions about these Terms or otherwise need to contact us for
any reason, you can reach us here.


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