mean any of the services and software provided through or in connection with the ScheduleAnyone.com website (“Website”) under this Agreement.
or “Your” means the individual, business or other legally recognized entity,
including any corporation, partnership, limited partnership, limited liability
company, association or trust that is entering into this Agreement. The
individual entering into this Agreement on behalf of any such entity represents
and warrants that he or she has authority to bind that entity to the terms and
conditions of this Agreement.
Grant and Provision of Services:
grants to you a non-exclusive license to use the Services subject to your compliance
with the terms and conditions provided in this Agreement.
in this Agreement or its performance will grant either party any right, title,
interest, or license in or to the other’s names, logos, trade dress, designs,
or other trademarks.
On Your Use of the Service:
Services may only be used for lawful purposes. In using the Services, you agree
that you will not:
in unlawful activity of any kind, advertise any illegal service or offer to
sell items that are restricted or prohibited by applicable law;
material that is offensive, including blatant expressions of bigotry,
prejudice, racism, hatred or profanity or post any obscene, lewd, lascivious,
filthy, sexually explicit, violent, harassing or otherwise objectionable
or disclose any personally identifying information or private information about
children under the age of 18 without their parents’ consent;
viruses, worms, harmful code and/or Trojan horses on the Internet;
in any libelous, defamatory, scandalous, threatening, or harassing activity;
any content that advocates, promotes or otherwise encourages violence against
any governments, organizations, groups or individuals or which provides
instruction, information or assistance in causing or carrying out such
material that is false, deceptive or misleading; or
Content (as defined below) without the express written consent of the Content
may not access the Services if you are a direct competitor of MembershipSalons, except
with MembershipSalons’s prior written consent.
may not access the Services for purposes of monitoring its availability,
performance or functionality, or for any other benchmarking or competitive
may not interfere with or disrupt the integrity or performance of the Services
or the data contained therein or attempt to gain unauthorized access to the
Services or its related systems or networks.
Rights to Your Content; License Grant to Your Content:
you submit, post, or display any material (including text, audio, video, pictures,
graphics, sound clips or other works of authorship) (“Content”) on our Website,
you represent and warrant that:
own all rights in your Content (or that you have acquired all necessary rights
in the Content from the actual owner) to enable you to grant to us the rights
to such Content;
have paid and will pay in full all fees and other financial obligations (if
any) arising from the posting of your Content;
you are the individual pictured, depicted or heard in your Content and grant us
permission or that you have obtained permission from each person who appears
and/or is heard in your Content, as may be required to enable you to grant to
us the rights to such Content; and
Content is not defamatory in nature, and does not infringe the intellectual
property, privacy, publicity or any other legal or moral rights of any third
retain ownership of all intellectual property and proprietary rights to any
Content that you post on the Website. However, by submitting, sending or otherwise
making your Content available on or through the Website, you grant us a
worldwide, royalty-free, freely transferable, non-exclusive right and license
to use, reproduce, distribute, and publicly display your Content in any form,
media, or technology now known or later developed, in connection with our
performance of the Services.
Agreement is effective until terminated by you or MembershipSalons.
b. You may
terminate this Agreement at any time by sending us an email requesting to
cancel your subscription. Termination is effective at the end of the current
billing cycle after you cancel.
subscription fees are nonrefundable. After you cancel, your business may remain
listed at ScheduleAnyone.com, and you can continue accessing the Services until the
next billing date. Your customer data and reports will remain available during
listing at ScheduleAnyone.com, access to the Services, and access to your business data
will terminate at the first monthly billing anniversary after you cancel.
may terminate your listing if you fail to comply with any term or condition of
this Agreement or if you fail to pay the subscription fee. MembershipSalons also reserves
the right to terminate offering the Services at any time.
termination, your right to access or use business data immediately ceases,
MembershipSalons will have no obligation to maintain or forward any business data.
termination, MembershipSalons may continue to communicate with you via email with respect
to new enhancements of the Services or other matters relating to the Services.
pricing and billing cycle for your license will be as set forth in a pricing
schedule available in connection with the Services when you subscribe.
reserves the right to change its pricing at any time upon two (2) weeks’
written notice to you. Such notice may take the form of an email.
must provide MembershipSalons with valid credit card information as a condition to
continuing to use and subscribe to the Services. If you select to be billed
annually you agree to pay for an annual subscription within the first 30 days
of your billing cycle. You also agree to provide MembershipSalons with complete and
accurate billing and contact information. This information includes your legal
company name, street address, email address, and name and telephone number of
an authorized billing contact. You agree to update this information within 30
days of any change to it. If the contact information you have provided is false
or fraudulent, MembershipSalons reserves the right to terminate your access to the
Services in addition to any other legal remedies.
may provide limited technical support, in MembershipSalons’s sole discretion. MembershipSalons may
use remote desktop for support; in that event, you agree to release MembershipSalons from
any and all liability associated with using remote desktop to provide support
Investigation and Enforcement:
may investigate any complaints or reported violations of this Agreement. At our
absolute discretion, we reserve the right to take any of the following actions
as we deem appropriate:
or terminate your account;
any purchase transaction;
or restrict access to the Website or particular Content; and/or
any prohibited Content on the Site.
also reserve the right to report any activity that we suspect violates any law
or regulation to appropriate law enforcement officials, regulators, or other
governmental officials. In order to cooperate with governmental requests, to
protect our systems and users, or to ensure the integrity and operation of our
business and systems, we may access and disclose any information we consider
necessary or appropriate, including but not limited to user contact details, IP
addressing and traffic information, usage history, and posted Content. We will
report illegal conduct to law enforcement and we will cooperate to ensure that
violators are prosecuted to the fullest extent of the law. We reserve the
right, at our sole discretion, to pursue a civil lawsuit or criminal prosecution
for any alleged or actual illegal activities involving our Website.
party hereby represents and warrants to the other party that: (a) it has the
power and authority to enter into this Master Agreement and is permitted by applicable
law and regulations to enter into this Master Agreement, (b) it will comply
with all applicable laws in the performance of its obligations under this
Master Agreement, in particular with any federal and state rules regarding
student records, privacy, and the commercial use of student information,
including but not limited to the Family Educational Rights and Privacy Act; and
(c) it is not subject to any other Master Agreement that would conflict with
its ability to perform its obligations under this Master Agreement.
AS EXPRESSLY STATED IN SECTION 9 ABOVE, MembershipSalons DISCLAIMS ALL WARRANTIES,
WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE SERVICES ARE PROVIDED
ON AN “AS IS” BASIS. THERE IS NO WARRANTY OF NON-INFRINGEMENT OR TITLE.
DOES NOT WARRANT THAT THE SERVICES IS ERROR-FREE OR WILL OPERATE WITHOUT
ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MembershipSalons, ITS DISTRIBUTORS, AGENTS
OR EMPLOYEES, MAY CREATE A WARRANTY.
WILL HAVE NO RESPONSIBILITY IF THE SERVICES HAS BEEN ALTERED IN ANY WAY, OR FOR
ANY FAILURE THAT ARISES OUT OF USE OF THE SERVICES.
SERVICES MAY BE SUBJECT TO LIMITATION, DELAYS AND OTHER PROBLEMS INHERENT IN
THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. MembershipSalons IS NOT
RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM
SUCH PROBLEMS. ADDITIONALLY, YOU ACKNOWLEDGE AND AGREE THAT NOT ALL MESSAGES
SENT THROUGH USE OF THE SERVICES WILL BE RECEIVED SUCCESSFULLY BY THEIR
of Damages and Liability:
MembershipSalons NOR ITS DISTRIBUTORS WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING,
BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA,
LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING
OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICES AND BASED ON ANY THEORY OF
LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF MembershipSalons OR ITS
REPRESENTATIVES HAS/HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL
TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE
LIMITED TO THE AMOUNT PAID BY YOU FOR THE SERVICES THAT CAUSED SUCH DAMAGE.
of MembershipSalons Trademarks and Marketing Communications:
will have the right to include MembershipSalons trademarks or slogans on or in data
reports (hard copy and electronic) generated by the Services.
may include its own logo, as well as advertising for MembershipSalons, its partners, or
ScheduleAnyone.com or any successor website, on any Services interface, including those
interfaces that your customers may see.
acknowledge and agree that as a result of using our Services to accept online
appointments, your business may be automatically listed on ScheduleAnyone.com or any
successor website, as will a list of any services / service providers using our
that if you do not use the Services to accept online appointments, you will not
be listed at ScheduleAnyone.com or any successor website.
agree that ScheduleAnyone can disclose the fact that you are a customer and that you
are listed at ScheduleAnyone.com.
every email message sent in connection with the Services, you acknowledge and
agree that MembershipSalons may add an identifying footer stating “powered by MembershipSalons” or
a similar message that may act as a hyperlink to a web site of ScheduleAnyone’s
Rights and Conversion:
does not guarantee the accuracy or completeness of any report, data conversion, or data
import for any data you have provided to MembershipSalons.
will not be responsible or liable for the deletion, correction, destruction,
damage, loss or failure to store any data relating to your business.
has the right to use for legitimate business purposes all data and information
collected in connection with this Agreement.
use of data and information obtained from Website users seeking services from
term of this Agreement.
e. Employees or contractors at a business using our services
can have their data (personal profile, clients to whom they have provided services, and their own appointments) migrated to another account
if written permission is provided by the owner or manager of the existing account (anyone with the Admin or Manager role). This written permission can be electronic.
a. By using
the Services, you represent and warrant that all of the individuals on any
distribution list you import into the Services for purposes of sending email to
such individuals are persons with whom you have an existing business
agree that you will not use the Services to send any commercial email message
(as that term is defined in the CAN-SPAM Act of 2003) to any person who has
opted out or otherwise objected to receive such messages from you.
agree that you will use the Services only in compliance with this Agreement,
the CAN-SPAM Act of 2003 and all other applicable laws (including but not
limited to policies and laws related to spamming, privacy, obscenity, or
defamation and child protective email address registry laws). Further, in the
event that this representation and warranty is false, you agree to indemnify
MembershipSalons for all damages, penalties and attorney’s fees incurred as a result.
will indemnify, hold harmless, and defend MembershipSalons and its subsidiary and parent
entities, predecessors, successors, affiliates, and assigns, and all of their
respective current and former officers, directors, members, shareholders,
agents, and employees (the “Indemnified Parties”) from any and all Claims. “Claim”
means any action, cause of action, suit, proceeding, claim, or demand of any
third party (and all resulting judgments, bona fide settlements, penalties,
damages, losses, liabilities, costs, and expenses (including without limitation
reasonable attorneys’ fees and costs)), that arises out of: (a) your breach of
this Agreement, (b) the conduct of your business, (c) any negligent act or
omission by you, or (d) any personal injury claim that arises out of or relates
to this Agreement. MembershipSalons may, at its expense, employ separate counsel to
monitor and participate in the defense of any Claim. MembershipSalons will provide you
with reasonably prompt notice in writing of any Claim.
a. You may
not sublicense, assign, or transfer this Agreement in whole or in part, without
our prior written consent. MembershipSalons may sublicense, assign or transfer this
Agreement or any or all of its obligations under it. Any attempt to sublicense,
assign, or transfer any of the rights, duties, or obligations hereunder is void
and will automatically terminate this license.
b. If any
of the provisions of this Agreement are held to be in violation of applicable
law, void or unenforceable, then such provisions are waived or amended to the
extent necessary for the Agreement to be otherwise enforceable.
Agreement will be governed by the laws of the State of Texas, United States of
America, without regard to its conflict of laws provisions.
agree to submit to the exclusive jurisdiction of the courts in or with
jurisdiction for Dallas County, State of Texas for the resolution of any
dispute or claim arising out of or relating to this Agreement. Each party
hereby submits to the exclusive jurisdiction and venue in such courts. Each
party waives all defenses of lack of personal jurisdiction and forum
nonconveniens. Process may be served on either party in the manner authorized
by applicable law or court rule.
prevailing party in any legal action or arbitration arising out of this
Agreement will be entitled to reimbursement of its expenses, including court
costs and reasonable attorneys' fees, in addition to any other rights and
remedies such party may have.
f. You and
MembershipSalons are independent contractors with respect to one another, and nothing in
this Agreement will be interpreted to create any agency, joint venture,
employment or partnership relationship.
g. For a
reasonable time period, each party will be excused from delay or failure in
performance due to causes beyond such party's reasonable control including
without limitation, acts of God, government action, regulations, riots, wars,
Agreement is for the benefit of, and will be enforceable by, the parties only.
This Agreement is not intended to confer any right or benefit on any third
party. No action may be commenced or prosecuted against a party by any third
party claiming as a third-party beneficiary of this Agreement
i. If you have
any questions concerning this Agreement, you should contact MembershipSalons at contact@ScheduleAnyone.com.
AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU
AND MembershipSalons AND THIS AGREEMENT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL
OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND MembershipSalons RELATING TO ITS
have the right to update or change this Agreement at any time and for whatever
reason. We will send an email to all registered service providers about the specific
material changes to these this Agreement at least thirty (30) days before such
changes take effect. You are responsible for updating your contact information
on your account to provide us your current e-mail address. In the event that
the last email address that you have provided us is either invalid or for any
other reason incapable of delivering to you the notice described above, our
dispatch of the email containing such notice will nonetheless constitute
effective notice of the amendment described in the notice. We also may notify
you of updates or changes to this Agreement when you log in to your account.
After we have provided notice of material changes to this Agreement, you may
terminate this Agreement as provided in Section 5 above. If you do not
terminate, then you agree to be bound by the revised agreement.