·Welcome!

·Effective Date: June 1, 2026

·In order to determine which terms, conditions, and policies govern your access and use of Calendly's Services and/or visitations to Calendly's website, please first determine what kind of user you are. Then take a look at our Definitions page as it defines the capitalized terms used (but not otherwise defined) throughout our various terms, conditions, and policies, and then review our Acceptable Use Policy, as this applies to all users, regardless of user type. From there, please review the specific terms based on your user type (as described below). Are you a Calendly "Customer"?

·You are a "Customer" if:

• ·You are an individual with a registered Calendly account; or
• ·You are an Entity that has purchased Calendly licenses for your Authorized Users to access and use Calendly with registered accounts.
• ·"Entity" means a company or organization which has purchased licenses to the Services for use with email domains it owns, controls or manages, or has authority to bind to the Customer Terms and Conditions and be responsible for individuals using such email domain(s) with the Services;
• ·"Authorized Users" means an Entity's employees, consultants, contractors, and agents i) who are authorized by the Entity to access and use the Services under the rights granted to the Entity pursuant to the Customer Terms and Conditions or MSA with Calendly; and ii) for whom access to the Services has been purchased thereunder. Authorized Users may include employees, consultants, contractors and agents of Customer or its Affiliates.

·If you are a Calendly Customer:

• ·Your access and use of the Services are subject to the Customer Terms and Conditions, unless you have a current and valid MSA with Calendly, in which case the MSA governs and controls.
• ·If you do not have an MSA, then in addition to the Customer Terms & Conditions, you are also subject to the Data Processing Addendum, the Acceptable Use Policy and Privacy Notice, and any applicable Industry-Specific Supplemental Terms.

·If you are not a Customer (as defined above), are you a Calendly "Participant"?

·You are a "Participant" if:

• ·You have accessed or used the Services as a result of an invitation, scheduling link, or other interaction initiated by Customer or its Authorized User ; and
• ·You do not have your own registered Calendly account.

·If you are a Participant:

• ·You are subject to the Participant Terms and Conditions.
• ·For the avoidance of doubt, if you have a Calendly account, your access and use to the Services, are governed by the Customer Terms and Conditions or your valid MSA, as described above under the terms applicable to Customers.

·If you are not a Customer, nor a Participant, are you a Calendly "Visitor"?

·You are a Visitor if:

• ·You do not have a registered Calendly account;
• ·Nor are you accessing the Services made available by a Customer (i.e. you're just here browsing the Website).

·If you are a Visitor:

• ·You are subject to our Acceptable Use Policy. Click here if you're interested in learning more about Calendly!

·TERMS: The terms and policies provided via the links on this page (collectively, the "Terms") apply to your access and use of the Services and visitation to the Website, as applicable, depending on the type of user you are and described on each page. Any questions may be directed to our support page.

·READ THE TERMS CAREFULLY BEFORE USING THE SERVICES AS USE OF THE SERVICES INDICATES THAT YOU HAVE BOTH READ AND ACCEPTED THE TERMS. THE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH CALENDLY. YOU ACKNOWLEDGE THAT YOU ARE ENTERING INTO THESE TERMS VOLUNTARILY AND NOT IN RELIANCE ON ANY PROMISES OR REPRESENTATIONS WHATSOEVER EXCEPT THOSE CONTAINED IN THE TERMS THEMSELVES.

·CHANGES: These Terms or policies may change in whole or in part. If we make any material changes, we will use commercially reasonable efforts to provide you with advance notice prior to the change taking effect. You can review the most current version of the Terms at any time by visiting this page. Any material revisions to the Terms will become effective on the date set forth in our notice, and all other changes will become effective on the date we publish the change. If you access or use the Services after the effective date of any changes, that access or use will constitute your acceptance of the revised Terms. If you don't agree to be bound by the changes, you may not use the Services anymore.

·INVESTIGATIONS: Calendly reserves the right to investigate complaints or reported violations of our terms or policies and to take any action we deem appropriate, including but not limited to suspending or canceling your account, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information related to your account and or use of the Services that may be necessary or appropriate to such persons or entities including but not limited to name(s), e-mail addresses, usage history, posted or solicited materials, IP addresses, and traffic information, or other Customer Data, or Personal Data as described under our Data Processing Addendum or Privacy Notice. You agree to promptly notify Calendly in the event that you are made aware of any unauthorized or illegal access or use of the Services by emailing legal@calendly.com.

·WEBSITE: Calendly's Website may contain links to third party websites. These links are provided solely as a convenience to you. Unless otherwise stated by Calendly, Calendly's inclusion of links to these websites does not create or indicate an affiliation with or sponsor of such third-party websites and 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 disclaims all liability and responsibility for or in connection with any third-party links or websites, or any services or resources accessible thereon.

·Customer Terms and Conditions

·Effective Date: August 5, 2026

·If you are a Customer, and do not otherwise have an MSA with Calendly, these Customer Terms and Conditions (the "Customer Terms") govern your access and use of the Services. Please read them carefully as these Customer Terms are a legally binding contract between you and Calendly. As part of these Customer Terms, you agree to comply with all applicable Policies, Data Processing Addendum and any applicable Order Form which are incorporated by reference into these Customer Terms. Capitalized terms used below but not defined in these Customer Terms have the meaning set forth in the Definitions.

·READ THESE CUSTOMER TERMS CAREFULLY BEFORE USING THE SERVICES AS USE OF THE SERVICES INDICATES THAT YOU HAVE BOTH READ AND ACCEPTED THESE CUSTOMER TERMS. THESE CUSTOMER TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE CUSTOMER TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH CALENDLY. YOU ACKNOWLEDGE THAT YOU ARE ENTERING INTO THESE CUSTOMER TERMS VOLUNTARILY AND NOT IN RELIANCE ON ANY PROMISES OR REPRESENTATIONS WHATSOEVER EXCEPT THOSE CONTAINED IN THE CUSTOMER TERMS THEMSELVES.

• 1SCOPE.
• 2.1If you are an individual Customer and registered using your personal email, you and you alone are entitled to the rights and responsible for the obligations under these Customer Terms.
• 2.2If you are an individual Customer and acting on behalf of a business entity (such as your employer, for example using your employer's email domain), you hereby represent and warrant that you have obtained any necessary permissions from such entity and that you have the authority to bind such entity to these Customer Terms, and that your access to and use of the Services will not violate any internal policies of such entity. In such case, "you," and "your" will refer to that business entity for purposes of these Customer Terms.
• 2.3If you are an Entity purchasing licenses for your Authorized Users, you may provision or deprovision access to the Services, manage permissions, retention and export settings and transfer/assign accounts as described in the Documentation. As such, you will (a) inform Authorized Users of all Entity policies and practices relevant to their use of the Services and of any settings that may impact the processing of Customer Data; and (b) ensure the collection, transfer, and processing of Customer Data under the Customer Terms is lawful. If any terms in the Industry-Specific Supplement ("Industry-Specific Terms") apply to you (e.g. Customer is a U.S government entity), those terms are also incorporated by reference herein and you agree to fully comply with the applicable Industry-Specific Terms. To the extent any such Industry-Specific Terms conflict with the terms below, the Industry-Specific Terms shall take precedence.
• 2.4If you are an Authorized User registered using your Entity email domain and whose license was purchased and controlled by your Entity, you acknowledge that your use of the Services is controlled by your Entity, the Entity is the Customer and therefore entitled to all rights and responsible for all obligations under the Customer Terms or MSA, and your Entity may change or remove your access to and use of the Services, or the Customer Data you have submitted to the Services, at any time in the Entity's discretion.
• 3RESPONSIBILITIES
• 4.1Calendly.
• 4.2.1Provision. Calendly shall provide you with the necessary credentials and network links or connections to allow you to access the Services. You agree that the total number of Authorized Users will not exceed the number set forth in an applicable Order Form, or as duly purchased by you.
• 4.2.2Support. Calendly shall provide support for the Services as may be described on Calendly's Website.
• 4.2.3Security. Calendly will use commercially reasonable efforts to implement and maintain technical and organizational controls in accordance with applicable industry standards, designed to prevent unauthorized access, use, alteration, or disclosure of Customer Data. For more information regarding Calendly's security measures, you can visit https://calendly.com/security.
• 4.2.4Investigation. Calendly reserves the right (but does not have the obligation) to investigate complaints or reported violations of these Customer Terms and to take any action Calendly deems appropriate, including but not limited to suspending access to the Services, terminating your account, or permanently revoking your access to the Services, 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 account, Customer Data, Usage Data, as allowed under our Privacy Notice. You agree to promptly and without undue delay notify Calendly in the event that you are made aware of any unauthorized or illegal use of the Services.
• 4.2.5Data Protection: The terms of the data processing addendum available at https://calendly.com/legal/data-processing-addendum ("DPA") are hereby incorporated by reference and shall apply to the extent Customer Data includes Personal Data, as defined in the DPA.
• 4.2.6Beta Services. From time to time, Calendly may make Beta Services available to you at no charge. Any use of Beta Services is subject to the Beta Services terms at https://calendly.com/legal/beta-terms.
• 4.3Customer.
• 4.4.1Cooperation. Where cooperation with Calendly is required or reasonably requested in connection with Calendly's obligations under these Customer Terms, you agree that you will cooperate with Calendly, and Calendly will not be responsible or liable for the delay or failure of any performance obligations under these Customer Terms to the extent caused by your failure or delay to cooperate or make relevant personnel or data available.
• 4.4.2Compliance. You and your access and use of the Services (including by Authorized Users and Participants) must comply at all times with these Customer Terms, the Acceptable Use Policy and all Applicable Laws. Calendly controls and operates 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 all Applicable Laws in the jurisdiction in which you access the Services. Use of the Services shall be limited to your internal business and not for resale or transfer. If Customer is an Entity, Customer shall make all Authorized Users aware of these Customer Terms and cause Authorized Users to comply with these Customer Terms. You acknowledge that you remain liable for the acts and omissions of any third party (including Participants) that you allow, enable, or otherwise provide access to the Services, including their compliance with these Customer Terms.
• 4.4.3Restrictions. The Services are not intended for and may not be used by individuals under 18 years of age, who are incapable of forming a binding contract with Calendly, or who are otherwise barred from using the Services under Applicable Laws. 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 Participants are at least 18 years old, unless otherwise permitted by the applicable Industry-Specific Terms. Creating an account with false information is a violation of our Customer Terms, including creating an account on behalf of others or persons under the age of 18.
• 4.4.4Security. You shall maintain the security of your networks, establish reasonable technical and organizational controls and, where Customer is an Entity, maintain the security of its Authorized Users' credentials (user credentials may not be shared or used by more than one Authorized User). You shall use commercially reasonable efforts to prevent unauthorized access to, or use of Customer's or its Authorized Users' accounts and shall promptly and without undue delay notify Calendly by contacting Calendly Support of any known unauthorized use.
• 4.4.5Privacy. You acknowledge that your (and any Authorized Users') registration of a Calendly account and use of the Services serves as your consent to Calendly's processing of Personal Data as set forth in our Privacy Notice.
• 4.4.6Customer Data. You are responsible for the accuracy, quality, and legality of Customer Data and the manner in which it is acquired. If Customer is an Entity, Customer will ensure that (a) all Authorized Users given access to the Services have the right to access the information and Customer Data made accessible to them by Customer through the Services; and (b) any Authorized User granting Calendly access to any Customer Data has the right and authority to grant such access. You acknowledge and agree that the Services may provide you with artificial intelligence (AI)-created Output based on your Input, which may be inaccurate or false. You are responsible for your use of such Output and for ensuring your use complies with any Applicable Law. You agree to review all output prior to using it.
• 4.4.7Participants. The Services allow you to connect with Participants. You are responsible for how you share and publicize your scheduling link, for example, and for understanding the settings and controls for the Services. As such, you are responsible for the activities of your Participants, even if such Participant is not from your organization or domain.
• 4.4.8Calendly Notetaker. Certain Calendly Services provide features that enable you to record, transcribe and summarize/recap meetings with Participants and other individuals ("Calendly Notetaker"). To the extent you utilize the Calendly Notetaker Services, you also agree and understand:
• 4.4.9.1TPAs. You must be logged into and allow a connection from the Calendly Notetaker Services to an active TPA video conferencing tool for which TPA terms and fees may apply.
• 4.4.9.2Participant Consent. For such features, Calendly may provide you with functionality to help inform Participants and other individuals of this activity. In some cases, this functionality may also help you obtain consent. However, you are solely responsible for providing any notices to, and obtaining consent from, Participants and other individuals in connection with any recording, including AI-generated transcriptions and summaries of such recordings, as required by Applicable Law. Calendly makes no representations or warranties that the above-mentioned functionality is sufficient to obtain consent under Applicable Law.
• 4.4.9.3Limited Access Account. Should you create a Limited Access Account to access certain recaps of meetings that included a Calendly Notetaker controlled by a Calendly Customer, and that Customer permits you to access certain recaps of such meetings, you understand and agree that such recaps are owned and controlled by the Customer permitting such access and may be removed at their discretion.
• 5ACCOUNT SET-UP. To use the Services as a Customer, you need to set up either a Free Account, a Limited Access Account, or Paid Account. You are authorized by Calendly to set up one account only (unless otherwise approved in writing by Calendly). Calendly reserves the right to terminate any additional Free Accounts set up by you and any Free Accounts that have been inactive for over six (6) months.
• 6.1Credentials. In order to create an account, you must first submit applicable registration-related information as requested via the Services or by Calendly, which include your email address and your name, and which Calendly may retain as described in the Privacy Notice. Once you submit the required registration information, we will determine whether to approve your proposed account, at our sole discretion. If approved, you will be sent an email detailing how to complete your registration and open the account. For so long as you use the account, you agree to provide, update, and maintain only true, accurate, current, and complete information by logging into your account and making relevant changes directly. Because it is your account, it is your responsibility to obtain and maintain all equipment and services needed for access to and use of the Services 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 the Services. Should you believe your method and or the credentials to access the Services have been compromised in any way, you must promptly and without undue delay notify us by contacting Calendly Support.
• 6.2Billing. Calendly or our third-party payment processors may collect your billing information when you upgrade your Free Account to a Paid Account, and by providing such billing information, you hereby authorize Calendly (and its third-party payment processors) to use such information for billing purposes and otherwise in accordance with our Privacy Notice. Calendly will bill the Fees in advance. Customers who qualify for invoice-billing are billed immediately at the start of the Initial Subscription Term and in advance of any Renewal Subscription Terms; payment of which is due thirty (30) days from the first day of the then-current Subscription Term.
• 6.3Account Ownership/Management.
• 6.4.1Calendly controls the URL(s) assigned to your account and may change or deactivate the URL(s) with or without prior notice.
• 6.4.2If you are an Authorized User of a Customer that is an Entity, the Customer has the right to control, manage, monitor, and obtain reports on your use of the Services via a Paid Account. Please click here for more information on how such Entity may manage and control your account, and the Customer Data which you transmit to the account.
• 6.4.3If you are an individual Customer registered using an email domain of an Entity you are acting on behalf of, such Entity has the right to control, manage, monitor, and obtain reports on your use of the Services via a Paid Account.
• 6.4.4If you are an individual Customer registered using your personal email address, you (and not an Entity) are responsible for managing your Free Account, Limited Access, or Paid Account.
• 6.4.5Both the "Owner" and "Admin" (as defined within the applicable Documentation) of an account, as applicable, are each severally and jointly, deemed as the authorized representatives of you as a Customer, and any decision or action made by an Owner or Admin as applicable, is deemed as a decision or action of Customer.
• 7FEES AND PAYMENT. If you register for a Paid Account, you agree to pay all applicable Fees related to your use and access of the Services based on the Plan Tier purchased, as described fully on our pricing page, Order Form and/or Invoice, as applicable. You understand that all Fees are non-cancellable and non-refundable and must be paid without offset or deduction of any kind.
• 8.1Fees. By providing a payment method and/or related information ("Payment Method"), you expressly authorize us to charge the applicable Fees using such Payment Method incurred during the Subscription Term. To the extent that payment details and/or mechanisms are provided through third parties (such as our third-party payment processor or third-party procure to pay solutions), you agree that Calendly will have no liability to you arising out of the acts or omissions of such third parties.
• 8.2Taxes. You are responsible for paying all Taxes associated with your purchases under these Customer Terms. If we have the legal obligation to collect Taxes for which you are responsible under these Customer Terms, we will include the Taxes on your invoice in addition to the applicable Fees. You are responsible for ensuring that information required and/or used to determine your Tax is accurate. For clarity, we are solely responsible for taxes assessable against us based on our income, property and employees.
• 8.3Credits. Certain Plan Tiers may provide access to certain AI Features subject to specified usage limits, restrictions, or include credit amounts ("Credits"). In addition, you may be permitted to purchase Credits that could be applied toward eligible AI Features, as set forth in an applicable invoice, Order Form, or the billing page of your account, and as further described in the Documentation. Credits are not legal tender or currency, have no cash value, and are not redeemable for cash or refunds. Credits are non-transferable, non-assignable, and may not be shared, sold, or transferred to any other person or account unless otherwise stated explicitly by Calendly.
• 9TERM & RENEWALS
• 10.1Term. The length of the Initial Subscription Term and Renewal Subscription Terms are identified in your Order Form, invoice, or the billing page of your account. Term lengths are either month-to-month or in annual (12-month) increments or another duration as may be determined by Calendly.
• 10.2Renewals. The Services shall automatically renew for successive Renewal Subscription Terms for a term length equal to the previous subscription period. Calendly will automatically charge your existing Payment Method in the amount of the then-applicable Fees plus Taxes. Each Renewal Subscription Term may also include a renewal price increase of the Consumer Price Index ("CPI") + 3% unless we notify you of a different rate before each Renewal Subscription Term starts. If applicable, you agree to maintain current billing information. If you are billed via invoice, or are on the Calendly Enterprise Plan Tier you must provide Calendly with thirty (30) days' written notice prior to the end of the then-current Initial or Renewal Subscription Term of any requests for changes to (i) your Plan Tier, (ii) the number of licenses in your account, (ii) terms of an applicable Order Form, (iii) or any other similar modifications to your subscription, including requests to terminate the Services at the end of the then-current Initial or Renewal Subscription Term. You may be subject to a price increase for a Renewal Subscription Term for modifications described in this Section 5.
• 11SUSPENSION & TERMINATION; CANCELLATION.
• 12.1Suspension; Termination. Calendly may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account (either a Free Account, Paid Account, or Limited Access Account), or permanently revoke your access to the Services, at our sole discretion, at any time with or without notice to you, including without limitation if Calendly reasonably determines that:
• 12.2.1Your use of the Calendly IP disrupts or poses a security risk to the Calendly IP or to any other customer;
• 12.2.2You are using the Calendly IP in violation of these Customer Terms including the DPA, AUP, and Industry-Specific Terms for fraudulent activities;
• 12.2.3You have ceased to continue your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or
• 12.2.4Our provision of the Services to you is prohibited by Applicable Law. You agree that Calendly will have no liability for any consequences that you may incur as a result of suspending, terminating, or revoking your account and/or access to the Services in accordance with this Section 6.
• 12.3Cancellation & Termination. You may request to downgrade a Paid Account to a Free Account switch to a different Plan Tier, or to reduce the number of licenses in your Paid Account by accessing the billing page of your account or by contacting Calendly Support, as applicable, whereby such request will be effective as of the end of the then-current Initial or Renewal Subscription Term, unless otherwise determined by Calendly. Any request to delete a Calendly account completely will be effective immediately (unless otherwise determined by Calendly).
• 12.4Effect & Survival. Upon any cancellation, termination or expiration of these Customer Terms, the Services, or your Calendly account: (i) Calendly may cease providing you, and you may no longer be able to access, the Services, (ii) you will not be entitled to any refunds or credits and all outstanding payment obligations under these Customer Terms will become due immediately, and (iii) the following Sections will survive: 4, 6(c), 11, 12, 13(d), 14, 15, 16, and 17.
• 13THIRD PARTY APPLICATIONS.
• 14.1Third Party Applications. The Services may contain features designed to link to, transfer Customer Data to, or otherwise access, TPAs. Calendly cannot guarantee the continued availability of such features and may cease providing them without entitling you to any refund, credit or other compensation, if for example and without limitation, the TPA provider ceases to make the TPA available for interoperation with the Service features in a manner acceptable to Calendly in its sole discretion. Any changes to TPAs, including their unavailability, during the Subscription Term shall not affect your obligations under these Customer Terms or the applicable Order Form. Calendly will not be responsible for, and hereby disclaims all liability in connection with, any and all TPAs accessible via the Services.
• 14.2Integrations. You may choose to enable integrations or exchange Customer Data with TPAs. Your use of a TPA is governed by your agreement with the relevant third-party provider, not these Customer Terms. You are responsible for selecting any such TPAs and for choosing the Customer Data to transfer to or from them. Calendly does not warrant or support TPAs, nor is Calendly responsible or liable for the security of Customer Data shared with or from such TPA, or any disclosure, modification, deletion or other processing of Customer Data resulting from access by such TPA or its provider. By using TPAs, you instruct and consent to Calendly disclosing or sharing Customer Data to the TPA as necessary to facilitate the integration with the TPA. You acknowledge and agree that, with respect to any Personal Data shared with a TPA, Calendly is not a sub-processor of that TPA, nor is that TPA a sub-processor of Calendly. If you are an Authorized User, you hereby represent and warrant that you have obtained any necessary permissions from your employer and your access and use of any TPAs will not violate any internal policies of your employer or applicable Entity.
• 15FAIR USE; SMS.
• 16.1Fair Use. Certain features of the Services, including notifications, AI Features, and use of Calendly's API, and credit-based or credit-enabled functionality may be provided through shared or collectively operated systems and infrastructure. Because such features are used concurrently by multiple customers excessive, abusive, or disproportionate use by a single customer may impair the availability, performance, or experience of the Services for other users.Calendly may immediately suspend, limit, or restrict access to the affected Services or features upon its reasonable belief that your use of the Services has, may or will adversely affect the use or experience of other users ("Fair Use").
• 16.2SMS (Text Messaging). If you (or any of your Authorized Users) use SMS notifications features, you agree to comply with the terms and conditions of the Twilio Acceptable Use Policy when sending and/or receiving such SMS notifications and acknowledge that your (and any of your Authorized Users') utilization of SMS notifications are continuously monitored. In the spirit of the Fair Use described above, you also acknowledge that you 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. If you use Calendly's functionality that sends SMS notifications from Calendly to a Participant on your behalf, you agree that you will only send such SMS notifications to Participants that have provided consent, as required by Applicable Laws. Such messages may contain editable fields that you are responsible for completing. You are not authorized to send Participants any messages that include marketing or promotional information. You are solely responsible for ensuring that Participants have provided consent in compliance with Applicable Laws and that the content of such messages does not contain any marketing or promotional information.
• 17EMBEDDING CALENDLY INTO A WEBSITE. The Services include the ability for you to embed the Services into your website (the "Embedded Services") (more information in this Help Center article). When doing so, the follow terms apply:
• 18.1Calendly grants you a limited, revocable, non-exclusive, non-transferable (except in compliance with Section 17(c)), non-sublicensable right to access and use the Embedded Services on your website. The usage restrictions in these Customer Terms, including those in the Acceptable Use Policy, apply to your use of the Embedded Services.
• 18.2You acknowledge and agree that Calendly collects certain information about your website visitors when they interact with the Embedded Services as set out in our Privacy Notice. If you use the Embedded Services, you must notify your website visitors in your privacy policy that you use Calendly in your website and that Calendly collects certain information as set out in our Privacy Notice posted on the Calendly Website.
• 18.3Your use of the Embedded Services shall comply with applicable data protection and privacy laws, including any legal requirements to provide notice and obtain, and maintain records, of consent from website visitors.
• 18.4Cookie compliance. When you use the Embedded Services on your website, Calendly collects certain information from your website visitors by use of cookies and similar technologies as described in Calendly's Privacy Notice. Your website visitors may have certain legal rights with respect to Calendly's cookies when you use the Embedded Services. When you use the Embedded Services on your website you shall comply with one of the following:
• 18.5.1You shall display Calendly's cookie banner when using the Embedded Services on your website to allow website visitors to exercise their legal rights with respect to Calendly cookies, or
• 18.5.2If you choose to hide Calendly's cookie banner (more information here), you acknowledge and agree that (a) Calendly still uses cookies when the Calendly cookie banner is hidden, and (b) you are solely responsible for providing a mechanism to your website visitors that allows them to exercise any legal rights they may have with respect to Calendly's cookies.
• 19AI/MACHINE LEARNING SUPPLEMENTAL TERMS.
• 20.1AI Features. Calendly may make available certain AI Features. These features may include technology developed by Calendly or a third-party provider, and by using AI Features, You acknowledge that your Input and Output, including Customer Data, will be shared and processed by these third-party providers.
• 20.2Customer Responsibilities.
• 20.3.1Input. You are responsible for any Input, including ensuring that your use of AI Features complies with these Customer Terms.
• 20.3.2Output. Certain AI Features may provide an Output, and you acknowledge and agree that such Output may be inaccurate, incorrect, or unintended. You are responsible for your use of such Output and for ensuring your use complies with Applicable Laws. You agree to review all Output prior to utilizing it.
• 20.4License. You consent to Calendly using your Customer Data to provide you with the Al Features, and by using the AI Features, you instruct Calendly and its third-party providers to process such Customer Data for the purpose of providing the Al Features.
• 21CONFIDENTIAL INFORMATION.
• 22.1Use and Protection. Recipient will (i) use Confidential Information only to fulfill its obligations and exercise its rights under these Customer Terms; (ii) not disclose Confidential Information to third parties without Discloser's prior approval, except as permitted in these Customer Terms; and (iii) protect Confidential Information using at least the same precautions Recipient uses for its own similar information and no less than a reasonable standard of care.
• 22.2Permitted Disclosures. Recipient may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 11 and they are bound to confidentiality obligations no less protective than this Section 11.
• 22.3Exclusions. These confidentiality obligations do not apply to information that Recipient can document (i) is or becomes public knowledge through no fault of Recipient, (ii) it rightfully knew or possessed, without confidentiality restrictions, prior to receipt from Discloser, (iii) it rightfully received from a third party without confidentiality restrictions or (iv) it independently developed without using or referencing Confidential Information.
• 22.4Required Disclosures. Recipient may disclose Confidential Information of the Discloser to the extent required by Applicable Law, provided that Recipient shall make reasonable efforts to provide Discloser with prior written notice of such compelled disclosure and reasonable assistance (at Discloser's cost) if the Discloser wishes to obtain protective treatment of the Confidential Information.
• 23INTELLECTUAL PROPERTY.
• 24.1Calendly.
• 24.2.1License. Subject to your compliance with these Customer Terms and your applicable Order Form, Calendly grants to you a limited, revocable, non-exclusive, non-transferable (except in compliance with Section 17(c)), non-sublicensable right to access and use the Services and applicable Documentation. You have no other rights in the Services and shall not use the Services beyond the scope of the access granted under these Customer Terms.
• 24.2.2Feedback. You understand that Calendly may, in connection with the Services, freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on Intellectual Property Rights or otherwise. Nothing in our Terms limit our right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise. You are not required to submit Feedback and Calendly understands that any Feedback you provide is provided "as-is;" and Calendly will not publicly identify you as the source of Feedback without your prior written permission.
• 24.2.3Usage Data. Calendly may generate Usage Data based on Customer Data and your use of the Services, including without limitation through our use of monitoring, session replay, and recording tools. As between you and Calendly, all right, title, and interest in Usage Data, and all Intellectual Property Rights therein, belong to and are retained solely by Calendly.
• 24.2.4Calendly IP. Your use of the Services does not constitute any right or license for you to use the Calendly service marks or trademarks. The Website is also protected under international copyright laws. The copying, redistribution, use, or publication by you of any portion of the Website is strictly prohibited. Your use of our Services does not grant you ownership rights of any kind in the Calendly IP. Calendly and its licensors reserve and shall own all rights, titles, and interests in and to all Calendly IP, including all Intellectual Property Rights therein.
• 24.3Customer
• 24.4.1Customer Data. Except for the rights granted to Calendly under these Customer Terms, as between you and Calendly, you retain all rights, titles, and interests in the Customer Data, including all Intellectual Property Rights therein.
• 24.4.2License. You grant to Calendly a worldwide, royalty-free, non-exclusive, non-transferable (except in compliance with Section 17(c)), sublicensable license to use, distribute, host, copy, transmit, and display Customer Data as reasonably necessary for Calendly to provide and operate the Services in accordance with these Customer Terms, including related internal purposes such as quality control, information security, prevention and detection of spam, fraud, and abuse, troubleshooting, and product improvement and development. Subject to the limited licenses granted herein, Calendly acquires no rights, titles or interests in any Customer Data. You are responsible for the accuracy, quality and legality of Customer Data and the means by which you acquired Customer Data.
• 24.5Reservation of Rights. Neither party grants the other any rights or licenses (by implication, waiver, estoppel or otherwise) not expressly set out in these Customer Terms.
• 24.6TPA: You may have access to TPAs through use of the Services. All ownership and Intellectual Property Rights in and to TPAs and the use of such content is governed by separate third-party terms between you and the third-party provider.
• 25WARRANTY; DISCLAIMER.
• 26.1Mutual. Both you and Calendly represent and warrant that each: (i) have the legal power and authority to enter into these Customer Terms (for you, either on behalf of yourself or your Entity); (ii) shall carry out our obligations under these Customer Terms in material compliance with Applicable Law; and (iii) the performance of these Customer Terms do not violate any other agreement to which we are a party or by which we are otherwise bound.
• 26.2Calendly. Calendly represents and warrants that: (A) the Services will perform materially in accordance with the Documentation; and (B) the Services will be regularly scanned using commercially available scanning programs designed to ensure the Services are free of viruses, exploitable security vulnerabilities, malware and other harmful and malicious code ("Harmful Code") (but we are not responsible for harmful materials submitted by or as a result of the acts or omissions of Customer, Authorized Users, or Participants ).
• 26.3.1Remedy. THIS SECTION 13(b)(i) STATES CALENDLY'S ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY BREACH OF WARRANTY UNDER THIS SECTION 13(b). In the event of non-conformance as set forth in this Section 13(b), you must promptly provide Calendly with written notice describing the material non-conformance in the Services. Upon such notice, Calendly shall make a reasonable determination, in its sole discretion, as to the degree of the non-conformity and, if material, use commercially reasonable efforts to correct such non-conformance. If Calendly cannot, in its sole discretion, correct such non-conformance within thirty (30) days of Calendly's receipt of written notification, then, subject to Section 13(b)(ii) below, you may terminate your subscription by providing written notice to Calendly Support and Calendly shall promptly refund you with a pro-rated portion of any prepaid, unused Fees for the terminated portion of the Subscription Term.
• 26.3.2Exclusions. Calendly shall have no obligation or liability under this Section 13(b) if the non-conformance is caused by or based on: (A) modifications to the Services not made by Calendly; (B) use of the Services in combination with any products, services, data (including Customer Data), software, hardware or business process not supplied by Calendly, including TPAs; or (C) use of the Services in violation of these Customer Terms, including but not limited to the Acceptable Use Policy.
• 26.4Customer. You represent and warrant, either on behalf of yourself as an individual Customer or on behalf of your Entity that: (A) you own the Customer Data and/or TPAs or otherwise have the right to use, and permit Calendly to use, the Customer Data and/or TPAs as contemplated under these Customer Terms; (B) the use of the Customer Data does not and will not violate the privacy rights, publicity rights, contract rights, Intellectual Property Rights, or any other rights of any third party, or violate Applicable Laws; (C) your Output does not slander, defame, libel, or invade the right of privacy of any other person nor could it be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate; and (D) the Customer Data does not contain: (x) protected health information or information subject to Health Insurance Portability and Accountability Act ("HIPAA") compliance or other relevant law or regulation; (y) information subject to Sarbanes-Oxley Act ("SOX"), Gramm-Leach-Bliley Act ("GLBA") requirements or other relevant law or regulation; or (z) information that is considered "sensitive personal information," "special categories of data" or analogous terms under data protection laws.
• 26.5.1Remedy. In the event of a breach, or reasonably anticipated breach, of the foregoing warranties, in addition to any other remedies available at law or in equity, Calendly shall have the right, in its sole discretion, to immediately suspend or terminate your access to the Services if deemed reasonably necessary by Calendly to prevent any liability accruing to it.
• 26.6DISCLAIMER. Except as expressly set out in these Customer Terms, and to the extent not prohibited by Applicable Law, each party disclaims all other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title and noninfringement. Except as expressly provided in this Section 13, the Services are provided AS-IS and CALENDLY MAKES NO WARRANTY REGARDING ANY TPA WITH WHICH THE SERVICE MAY INTEROPERATE. 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. TO THE EXTENT YOU UTILIZE AI FEATURES, CALENDLY FURTHER DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY OUTPUT, INCLUDING BUT NOT LIMITED TO THE ACCURACY, RELIABILITY, QUALITY OR COMPLETENESS OF THE OUTPUT. CALENDLY DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY OUTPUT.
• 27INDEMNIFICATION.
• 28.1Calendly Indemnification. Subject to Section 15, Calendly shall defend you against any claim, demand, suit or proceeding made or brought against you by a third party ("Third-Party Claim") alleging that the Services infringe or misappropriate such third party's Intellectual Property Rights, and will indemnify you from any damages, reasonable attorney fees and costs finally awarded against you as a result of, or for amounts paid by you under a settlement approved by Calendly in writing of, a Third-Party Claim.
• 28.2.1Remedy. If Calendly receives information about an infringement or misappropriation Third-Party Claim related to the Services, Calendly may in its sole discretion and at no cost to you: (A) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Calendly's warranties under Section 13(b); (B) obtain a license for your continued use of that Service in accordance with these Customer Terms; or (C) terminate these Customer Terms or the applicable Order Form for the infringing Service upon thirty (30) days' written notice and promptly refund you with a pro-rated portion of any prepaid, unused Fees for the terminated portion of the Subscription Term.
• 28.2.2Exclusions. Calendly's obligations under this Section 14 do not apply to the extent a Third-Party Claim arises from or relates to: (A) Customer Data; (B) use of the Services with TPAs; (C) modification or alteration of the Services not made by Calendly; (D) your continued use of the Services after notification by Calendly that the Services or such use may be infringing; (E) your use of the Services in breach of these Customer Terms; or (F) your failure to timely implement any updates, modifications, corrections, bug-fixes, or enhancements to the Services made available by Calendly.
• 28.3Customer Indemnification. You shall defend Calendly against any Third-Party Claim: (i) alleging that the combination of a TPA or configuration provided by you and used with the Services, infringes or misappropriates such third party's Intellectual Property Rights; or (ii) arising from (A) your use of the Services in an unlawful manner or in violation of these Customer Terms, including the Documentation, or an applicable Order Form, (B) any Customer Data or your use of Customer Data with the Services, or (C) a TPA provided by you, and will indemnify Calendly from any damages, reasonable attorney fees and costs finally awarded against Calendly as a result of, or for amounts paid by Calendly under a settlement approved by Customer in writing of, a Third-Party Claim. Calendly may employ AI Features or other similar technologies, which may include the processing of Customer Data. Calendly will take reasonable means to preserve the privacy and security of such data, but Calendly is not liable for any loss or harm resulting from your use of AI Features or similar technologies. By utilizing the AI Features, you understand and accept the risks involved with the use of AI or similar technologies and agree to indemnify and hold Calendly harmless for any such Third Party Claim resulting from such usage.
• 28.4Procedure. The indemnified party will provide to the indemnifying party: (i) prompt notice of the Third-Party Claim (but delayed notice will only reduce the indemnifying party's obligations to the extent it is prejudiced by the delay); (ii) the exclusive right to control the Third-Party Claim's investigation, defense and settlement; and (iii) reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle a Third-Party Claim without the indemnified party's prior approval if settlement would require the indemnified party to admit fault or take or refrain from taking any action (except regarding use of the Service when Calendly is the indemnifying party). The indemnified party may participate in a Third-Party Claim with its own counsel at its own expense.
• 28.5Exclusive Remedy. This Section 14 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any Third-Party Claim.
• 29LIMITATION OF LIABILITY
• 30.1DISCLAIMER. IN NO EVENT WILL CALENDLY HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE CUSTOMER TERMS OR THE SERVICES FOR: (I) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, (II) THE DELAY OR INABILITY TO USE THE CALENDLY IP, (III) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, OR (IV) LOSS OF REVENUE OR ANTICIPATED PROFITS, LOST BUSINESS OR LOST SALES, OR LOST DATA; IN EACH CASE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF CALENDLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR EVEN IF A REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.
• 30.2LIMITATION OF LIABILITY. IN NO EVENT WILL CALENDLY'S TOTAL AGGREGATE LIABILITY, UNDER OR IN CONNECTION WITH THESE CUSTOMER TERMS OR THE SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE OR IF A REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE, EXCEED THE GREATER OF (I) THE FEES PAID OR PAYABLE TO CALENDLY HEREUNDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE CAUSE OF ACTION GIVING RISE TO SUCH DAMAGES FIRST AROSE OR (II) $100 USD.
• 30.3Cause of Action. You may not institute an action in any form arising out of or in connection with these Customer Terms more than one (1) year after the cause of action has arisen unless such limitation is explicitly prohibited by Applicable Law.
• 31DISPUTE RESOLUTION; CLASS ACTION WAIVER. THE CLAUSES BELOW AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM CAREFULLY.
• 32.1General. This Section 16 facilitates the prompt and efficient resolution of any Dispute that may arise between you and Calendly. "Dispute" includes but is not limited to any and all claims, disputes or controversy (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory) arising out of or relating to the Customer Terms, including the breach, application, validity, interpretation or scope thereof, including the determination of the scope or applicability of these Customer Terms to arbitration, whether presently in existence or based on acts or omissions in the past or in the future. This Section provides that, except for the "Exceptions" identified below in Section 16(g), all Disputes between you and Calendly, which are unable to be resolved pursuant to the Pre-Arbitration Claim Resolution Section below, will be resolved exclusively and finally by binding arbitration rather than in court in accordance with this Section 16.
• 32.2Pre-Arbitration Claim Resolution. For all Disputes, you must first give us an opportunity to cure or resolve the Dispute which is first done by contacting us at Calendly Support and providing us with the following information: (i) your name, (ii) your address, (iii) a written description of your claim, and (iv) 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.
• 32.3Arbitration Procedures.
• 32.4.1Initiation of Proceedings and Rules. If the Dispute is not resolved as provided in Section 16(b) above, either you or Calendly may initiate arbitration proceedings with the Judicial Arbitration and Mediation Service (JAMS). The arbitration shall be conducted in English before a single arbitrator and administered by JAMS in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the "JAMS Streamlined Arbitration Rules") in effect on the date the arbitration is filed, and will be governed by the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness (the "JAMS Minimum Consumer Standards"). You may obtain copies of the current JAMS Streamlined Arbitration Rules, forms, and instructions for initiating an arbitration with JAMS by contacting JAMS online at www.jamsadr.com.
• 32.4.2Arbitrator and Venue. The arbitrator will be agreed to by the parties; provided, however, if the Parties cannot agree upon selection of an arbitrator, then JAMS shall appoint an arbitrator experienced in the enterprise software industry in accordance with the JAMS Streamlined Arbitration Rules. The place of arbitration shall be in the country where you reside unless otherwise agreed upon by the Parties.
• 32.4.3Federal Arbitration Act and Governing Law. The arbitrator will be empowered to determine the arbitrability of any Dispute between us and, because the Services and these Customer Terms concern interstate commerce, the Federal Arbitration Act ("FAA") shall govern the arbitrability of all Disputes. However, unless the arbitrator determines it would be more appropriate to apply the substantive law or another U.S. jurisdiction or unless preempted by the FAA, the arbitrator will apply Georgia state law and applicable U.S. federal law (without regarding to conflict or choice of law principles) consistent with the FAA and the applicable statute of limitations or condition precedent to commencing a Dispute.
• 32.4.4Remedies, Relief and Cost. This Section 16 shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator can award any damages or relief that a court of law could, including individual injunctive relief and reasonable attorneys' fees when available under the governing law and will be final and binding on you and Calendly, without any right of appeal. The arbitrator shall award to the prevailing party, if any, the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration. The arbitrator's award will address all claims properly brought before the arbitrator and will include the essential findings and conclusions upon which the arbitrator based the award. Judgment upon any such award may be enforced in any court of competent jurisdiction.
• 32.5Class Action Waiver. The arbitration will be commenced as an individual arbitration, and will in no event be commenced as a class arbitration. To be clear, 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). You acknowledge and agree that you are waiving any ability to join or consolidate your Dispute in arbitration with the Dispute of any other person and to bring any Dispute on a class basis, in a representative capacity, on behalf of the general public, or on behalf of any other person.
• 32.6Conflict. Where there is a conflict or inconsistency between the JAMS Streamlined Arbitration Rules and procedures and this arbitration provision, this arbitration provision will govern. If any clause within this "Dispute Resolution and Arbitration" provision (other than the Class Action Waiver clause) 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 "Dispute Resolution and Arbitration" provision will survive the termination of your account with us or our affiliates and your discontinued use of the Services.
• 32.7Confidentiality. You and Calendly agree that any arbitration proceedings initiated hereunder shall be kept in strict confidence, meaning that you and Calendly agree not to disclose or cause to be disclosed to any third party the Dispute(s) to be arbitrated hereunder, or any of the underlying facts, circumstances, documents, and other materials relating to such Dispute(s), except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law.
• 32.8Exceptions. We each agree not to invoke our right to arbitrate any individual Dispute each of us may bring in small claims court or an equivalent court with jurisdiction, so long as the Claim is pending only in that court. This arbitration provision does not limit or constrain Calendly's right to interplead funds in the event of claims to funds associated with payments you owe to several parties. To the extent a Dispute cannot legally be arbitrated (as determined by the arbitrator), the Parties will bring the suit, action, or proceeding that cannot be arbitrated according to Section 17(g) below.
• 33MISCELLANEOUS.
• 34.1Entire Agreement and Order of Precedence. These Customer Terms, together with each Order Form and the DPA, Acceptable Use Policy and any applicable supplemental terms 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. In the event of any conflict between these Customer Terms, an Order Form, the DPA, Acceptable Use Policy, or any other supplemental terms or attachments hereto, the DPA, then the Order Form and then these Customer Terms take precedence unless any applicable supplemental terms explicitly state otherwise. Any definitions found in the Privacy Notice, Acceptable Use Policy, FERPA COPPA Privacy Policy, and Data Processing Addendum are hereby adopted by reference in these Customer Terms. Acceptance of any order by Calendly is expressly limited to the terms and conditions of these Customer Terms. 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 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.
• 34.2Publicity. You hereby grant Calendly a limited, revocable, non-exclusive, non-sub-licensable, non-transferable (except in compliance with Section 17(c)), royalty-free right and license (the "Trademark License") to use, display and reproduce Customer's name, logo, trademarks and service marks (the "Trademarks") in Calendly's marketing and promotional content and materials and on the Website. Each party acknowledges that Customer's Trademarks are and will remain the exclusive property of Customer. Calendly's use of Customer's Trademarks shall be subject to Customer's reasonable usage guidelines provided to Calendly in advance in writing. Customer may revoke the license at any time by contacting marketing@calendly.com and legal@calendly.com; provided that any preapproved and published uses shall be unaffected by such revocation except for Calendly's use of Customer's name or logo on its Website.
• 34.3Assignment. Neither Party may assign these Customer Terms without the prior consent of the other Party, except that either Party may assign these Customer Terms, with notice to the other Party, in connection with the assigning Party's merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Any non-permitted assignment is void. These Customer Terms will bind and inure to the benefit of each party's permitted successors and assigns.
• 34.4Force Majeure. Neither Party is liable for a delay or failure to perform under these Customer Terms due to a Force Majeure. "Force Majeure" means an unforeseen event beyond a Party's reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, third-party Internet or utility failure, refusal of government license or natural disaster, where the affected party takes reasonable and customary measures to avoid or mitigate such event's effects. Customer in all cases remains responsible for its underlying payment obligations even if a delay is permitted pursuant to this Section 17(d).
• 34.5Waiver; Severability. Waivers must be signed by the waiving party's authorized representative and cannot be implied from conduct. Except as otherwise set forth in the Dispute resolution provision, if any of these Customer 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.
• 34.6Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 11 or, in the case of Customer, Section 2(b) or any applicable Policy, may cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
• 34.7Governing Law; Venue. These Customer Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Georgia. Except as otherwise expressly set forth in Section 16, the exclusive jurisdiction for all Disputes that you are not required to arbitrate will be the state and federal courts located in Fulton County, Georgia.
• 34.8Notice. You agree that any notices, agreements, disclosures, or other communications that Calendly sends you electronically will satisfy any legal communication requirements, including that such communications be in writing and will be deemed given upon delivery of email. For Calendly, any legal notices shall be sent to legal@calendly.com and any non-legal notices shall be sent to Calendly Support. A notice will be deemed to have been duly given the day after it is successfully sent via email. 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.
• 34.9Messages. By using the Calendly Service, 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 (e.g. booking confirmations and reminders). 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.
• 34.10Use by or for the U.S. government. The Services are a "commercial product," "commercial service," and "commercially off-the-shelf (COTS) item" as defined at 48 C.F.R. §2.101, and constitute "commercial computer software" and "commercial computer software documentation," as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202 to §227.7204. This commercial computer software and related Documentation is provided to end users for use, by and on behalf of the U.S. Government, with only those rights as are granted to all other end users pursuant to the terms and conditions herein.