Terms of Service

Skeduled LLC · Effective July 2026

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER IN SECTION 26, WHICH AFFECT YOUR LEGAL RIGHTS. THEY CONTAIN LIMITATIONS ON OUR LIABILITY IN SECTION 22. THEY CONTAIN A NO-REFUND POLICY IN SECTION 11 AND A CHARGEBACK FEE OF UP TO $2,000 IN SECTION 12. THEY DESCRIBE A SUBSCRIPTION THAT AUTOMATICALLY RENEWS AND A FREE TRIAL THAT AUTOMATICALLY CONVERTS TO A PAID SUBSCRIPTION IN SECTION 6.

These Terms of Service (the "Terms") are a binding legal contract between Skeduled LLC, a limited liability company ("Skeduled," "we," "us," or "our"), and the business entity or individual accepting them ("Customer," "you," or "your"). They govern your access to and use of skeduled.app, our dashboards, applications, phone numbers, messaging services, application programming interfaces, the Marketplace, and all related services (collectively, the "Service").

By clicking to accept, creating an account, starting a free trial, entering payment information, purchasing an Appointment, or using the Service in any way, you agree to these Terms. If you do not agree, do not use the Service.

If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and "you" refers to that entity. If you lack that authority, you may not accept these Terms and may not use the Service. You further agree that you are personally responsible for the obligations in these Terms if you lacked such authority.

1. The Bargain, Stated Plainly

Before the defined terms and the long provisions, here is what you are agreeing to, in ordinary English. Nothing in this Section 1 limits or expands what follows; it is a summary, and the operative sections control.

What we do: We find people who want work done, we call and text them with an automated assistant that tells them up front that the line is recorded and that they are talking to an AI, we qualify them, we book an appointment, and we deliver that appointment to a business. That is the product.

What we sell: An Appointment. A scheduled time, with a real person, who asked for service and agreed to have a business contact them and do the work.

What we do not sell: A sale. A closed deal. Revenue. A customer who is polite, prepared, solvent, decisive, or still interested when you arrive. A homeowner who does not change their mind. A homeowner who does not get a cheaper quote from someone else. A homeowner who does not decide, three days later, that the tree can stay.

When we have performed: The moment we deliver the Appointment to you. Not when you arrive. Not when you quote. Not when you close. Delivery is the product. Outcome is your job.

What happens if you dispute a charge for an Appointment we delivered: You owe us up to $2,000. Not because we are punitive, but because a chargeback on a delivered product costs us processor penalties, network monitoring exposure, staff time, and an Appointment that has already been consumed and cannot be sold again — and because a person on our team already did the work of producing it. Section 12 explains this in detail, including the circumstances in which you owe nothing.

What happens if we actually failed to deliver: You owe nothing, we make it right, and you should tell us before you tell your bank. Section 12.4.

2. Definitions

Capitalized terms have the meanings below. Definitions apply whether used in singular or plural.

"Account" means the Customer account created to access the Service, including all Projects, sub-users, and configurations within it.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

"Appointment" means a scheduled meeting or service window with a Consumer that has been qualified and booked through the Service and delivered or made available to a Customer, together with the associated Consumer Contact Information and Appointment Data.

"Appointment Data" means the information associated with an Appointment, including the requested service, job details, appointment time, conversation history, notes, summaries, and any photographs or details the Consumer provided.

"AI Assistant" means the automated, artificial-intelligence-driven system operated by or for Skeduled that places and receives calls, sends and receives messages, qualifies Consumers, and schedules Appointments.

"Claim" means any claim, dispute, action, cause of action, or controversy between you and Skeduled, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, arising out of or relating to these Terms or the Service.

"Consumer" means an individual — typically a homeowner or property owner — who requests service, engages with the AI Assistant, and whose Appointment may be scheduled and delivered through the Service.

"Consumer Contact Information" means a Consumer's full name, phone number, service address, and other information necessary to contact them and perform the requested service.

"Delivery" and "Delivered" have the meanings given in Section 9.

"Dispute" means a chargeback, payment dispute, reversal, retrieval request, inquiry, or claim initiated by you or on your behalf with a card issuer, bank, payment network, payment processor, or similar entity, with respect to a charge made by Skeduled.

"Marketplace" means the feature of the Service through which Appointments are listed, browsed, and claimed by Customers.

"Project" means a distinct business configuration within an Account, including its own vertical, service area, settings, and lead pipeline.

"Subscription" means a recurring paid plan for access to the Service.

"Trial" means the twenty-four (24) hour free trial described in Section 6.

"Customer Data" means data, content, and information you submit, upload, sync, or otherwise introduce into the Service, including any lists, records, or contacts.

"Consideration Paid" means the total amounts actually paid by you to Skeduled in the twelve (12) months preceding the event giving rise to a Claim.

3. What the Service Is, and What It Is Not

3.1 What the Service Is

Skeduled is a software platform that operates an outbound and inbound engagement engine and an Appointment marketplace. Depending on your configuration, the Service may include:

An AI Assistant that places and receives calls and sends and receives text messages
Lead qualification, classification, and scoring
Call recording, transcription, summarization, and sentiment analysis
Calendar integration and availability checking
Appointment scheduling, rescheduling, and cancellation
A Marketplace where Appointments are listed and claimed
Dashboards, reporting, notifications, and team management
Integrations with third-party services

3.2 What the Service Is Not

Skeduled is a technology and marketplace provider. Skeduled is not:

Not a party to any transaction between you and a Consumer. We introduce you. What happens after is between you and them.
Not your agent, employee, partner, joint venturer, or fiduciary. No agency, partnership, joint venture, employment, or fiduciary relationship is created by these Terms. You are an independent contractor with respect to Skeduled and Skeduled is an independent contractor with respect to you.
Not a contractor, tradesperson, or service provider. We do not perform, supervise, inspect, warrant, or take responsibility for any work performed by you or by anyone else.
Not a guarantor of any Consumer. We do not underwrite, insure, vouch for, or warrant a Consumer's identity, solvency, creditworthiness, seriousness, intent, decision-making, mood, or continued interest.
Not a consumer reporting agency under the Fair Credit Reporting Act, and the Service does not produce "consumer reports." See Section 15.7.
Not a lead broker or data broker. We do not sell lists. Every Appointment originates from a Consumer who asked for service.
Not a law firm and not your compliance department. We provide no legal advice and no compliance clearance. See Section 14.
Not a payment processor, bank, or money transmitter. Payments are processed by Stripe.
Not a telecommunications carrier or a provider of emergency services. The Service must never be used for emergency communications. Our numbers do not reach 911 or any emergency service.
Not an insurer. We do not indemnify you against business risk. Business risk is the risk of being in business.

3.3 The Central Premise

You are purchasing access to opportunity, not access to income. An Appointment is a door that has been opened. Walking through it, and what you find on the other side, is entirely and exclusively your responsibility. If you are not prepared to accept that premise, do not use the Service, and close your Account now.

4. Eligibility

To use the Service, you must:

Be at least eighteen (18) years of age and have the legal capacity to enter into a binding contract
Be a business, or an individual acting for business purposes, using the Service for business purposes
Not be barred from receiving services under the laws of the United States or any other applicable jurisdiction
Not be located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, and not be listed on any U.S. government restricted-party list, including the Specially Designated Nationals and Blocked Persons List
Not have previously had an Account terminated by Skeduled for cause
Provide accurate, complete, and current registration information

The Service is offered in and directed to the United States only. It is not offered to, directed at, or intended for persons or entities located in the European Economic Area, the United Kingdom, Switzerland, or any other jurisdiction whose laws would apply by reason of your location. If you access the Service from outside the United States, you do so on your own initiative, at your own risk, and are solely responsible for compliance with local law.

You represent and warrant that you satisfy every requirement in this Section 4 and will continue to satisfy them for as long as you use the Service. Breach of this Section is a material breach and grounds for immediate termination without refund.

5. Accounts, Credentials, and Users

5.1 Your Account

You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your Account, whether or not authorized by you and whether or not you knew of it.

5.2 Sub-Users and Team Members

You may invite team members, administrators, or sub-users. You are fully responsible for the acts and omissions of every person you grant access, including their compliance with these Terms, and including any Appointment they purchase, any charge they incur, and any Consumer they contact. A purchase made by anyone with access to your Account is a purchase made by you and is binding on you.

You are solely responsible for configuring permissions correctly, for removing access when a person leaves your organization, and for the consequences of failing to do either.

5.3 Security

Notify us immediately at team@skeduled.app of any unauthorized access or suspected compromise. You remain liable for all charges incurred before you notify us, and for a commercially reasonable period thereafter while we act on your notice.

5.4 Accuracy

You must keep your Account information accurate and current, including your billing information and payment method. Failure to maintain a valid payment method does not suspend, reduce, or excuse any obligation to pay.

6. The Free Trial, and What Happens at the End of It

6.1 The Trial

We may offer a twenty-four (24) hour free trial of the Service.

6.2 THE TRIAL AUTOMATICALLY CONVERTS TO A PAID SUBSCRIPTION

READ THIS PARAGRAPH. IT IS THE ONE PEOPLE CLAIM THEY DID NOT READ.

To start the Trial, you must provide a valid payment method. You will not be charged during the Trial. At the end of the twenty-four (24) hour Trial period, unless you cancel before it ends, your Trial will automatically convert to a paid Subscription and your payment method will be charged $97.00 per month, and will continue to be charged $97.00 per month on each subsequent monthly renewal date, until you cancel.

Charge amount: $97.00 per month, plus applicable taxes
Charge timing: immediately upon conversion at the end of day three, and monthly thereafter
How to cancel: in your Account settings, at any time, in the same number of steps or fewer than it took to sign up, without speaking to anyone and without explaining yourself
How to avoid all charges: cancel before the Trial ends

We will provide notice of the impending conversion before it occurs, by email or in the Service, in accordance with applicable law. You are nevertheless responsible for tracking the end of your own Trial. Failure to receive, open, read, or notice a reminder is not a basis for a refund and is not a basis for a Dispute. See Sections 11 and 12.

6.3 Trial Eligibility

The Trial is limited to one per business, one per person, and one per payment method. We may deny, revoke, or shorten a Trial at any time, in our sole discretion, including where we determine that you have previously received a Trial, that you have created multiple Accounts to obtain multiple Trials, or that you are otherwise abusing the Trial.

6.4 The Trial Is the Service, As Is

During the Trial, the Service is provided "AS IS," "AS AVAILABLE," AND WITHOUT WARRANTY OF ANY KIND, and Section 21 applies with full force. We make no representation about how many Appointments, if any, you will receive during a Trial, or ever. Any statement about a "free appointment," a "first appointment," or expected results is a description of a promotional offer, not a warranty, not a guarantee, and not a term of this contract. Section 20 (No Guarantee of Results) applies to the Trial in full.

7. Subscription, Fees, and Billing

7.1 The Subscription

The Subscription is $97.00 per month, plus applicable taxes, unless a different amount is presented to you at the time of purchase or agreed in a separate signed writing. It renews automatically each month on the same day, indefinitely, until cancelled.

7.2 Appointment Fees Are Separate

The Subscription is a fee for access to the platform. It is not a purchase of Appointments and does not entitle you to any Appointment. Appointments are purchased individually at the price displayed at the time of purchase. The Subscription fee is owed whether or not you purchase, receive, or use a single Appointment.

7.3 Payment Authorization

You authorize Skeduled and its payment processor to charge your payment method, on a recurring basis and without further authorization from you, for:

The Subscription and every renewal of it
Every Appointment you purchase
Every fee, charge, tax, or amount owed under these Terms
Any amount owed under Section 12 (Chargebacks), including the Chargeback Fee
Any amount that becomes past due, and any collection cost recoverable under Section 13

This authorization continues until all amounts owed are paid in full and survives termination of these Terms and closure of your Account.

You represent that you are authorized to use the payment method you provide and that the person or entity to whom it belongs has authorized its use for these charges.

7.4 Updated Payment Credentials

You authorize us to use card account updater services offered by the payment networks and our processor, so that an expired or reissued card continues to work. If a charge fails, you authorize us to retry it, in whole or in part, on any payment method on file, on any schedule we determine.

7.5 Price Changes

We may change the Subscription price. We will give you at least thirty (30) days' notice by email or through the Service before a price change takes effect. The new price applies to renewals after the notice period. If you do not agree, cancel before the change takes effect. Continued use after the effective date is acceptance of the new price.

Appointment prices are set at the time of listing and are displayed before purchase. They vary and may change at any time, without notice, for future listings.

7.6 Taxes

All fees are exclusive of taxes. You are responsible for all sales, use, VAT, GST, excise, and similar taxes, other than taxes on our net income. If we are required to collect a tax, we will add it to your charge. If you claim a tax exemption, you must provide valid documentation in advance, and you remain responsible for any assessment if the exemption is denied.

7.7 Failed Payments

If a payment fails:

We may retry the charge on any schedule
We may suspend or restrict your access, including access to the Marketplace and to Appointment Data you have already purchased
The amount remains owed
We may assess the amounts described in Section 13.4

Suspension for nonpayment does not reduce, offset, or excuse any amount owed.

7.8 No Offset

You may not withhold, offset, deduct, or set off any amount owed to us against any claim you assert against us, whether or not that claim is disputed. All amounts are payable in full when due.

8. Cancellation

8.1 Cancel Anytime

You may cancel your Subscription at any time, for any reason or no reason, through your Account settings. Cancellation is available online, in the same number of steps or fewer than it took to subscribe, without a phone call, without a retention conversation, and without an explanation.

8.2 What Cancellation Does

Cancellation stops future renewals. It takes effect at the end of your current paid billing period. You retain access through the end of the period you already paid for.

8.3 What Cancellation Does Not Do

Cancellation is not retroactive. It does not:

Refund the current period or any prior period (Section 11)
Refund any Appointment purchased (Section 11)
Cancel, reverse, or excuse any amount already owed
Excuse any amount owed under Section 12
Terminate any obligation that survives under Section 33

8.4 Cancellation Is Not a Dispute

If you want to stop paying, cancel. Cancellation is instant, free, self-service, and unconditional. A Dispute is not a cancellation method. Initiating a Dispute in lieu of cancelling — where cancellation was available to you at all times, in your own settings, in one place — is addressed in Section 12.

9. Delivery — What We Are Obligated to Do, and When We Have Done It

This Section defines Skeduled's entire performance obligation. It is the most important operative section of these Terms. Read it.

9.1 The Delivery Standard

Skeduled's sole obligation with respect to an Appointment is to Deliver it. An Appointment is "Delivered," and Skeduled's performance is complete, fully rendered, and final, at the moment all of the following are true:

A Consumer affirmatively requested or affirmatively engaged with an inquiry about service;
The Consumer was told, on a recorded line, that the line was recorded and that they were speaking with an automated AI assistant;
The Consumer was told that their information would be provided to a service business so that a business could contact them and perform the work;
The Consumer affirmatively continued after those disclosures and accepted a scheduled appointment time; and
Skeduled made the Consumer Contact Information and Appointment Data available to you in your Account.

That is delivery. Nothing more is required of us. Nothing further is promised.

9.2 Delivery Occurs on Availability, Not on Use

An Appointment is Delivered when it is made available to you. Whether you open it, read it, call the Consumer, arrive, quote, or close is irrelevant to whether delivery occurred. We deliver the Appointment. We do not deliver your effort.

9.3 Delivery Is Instantaneous and Irreversible

An Appointment is a digital product consisting of information. At the instant of delivery, the information is in your possession and cannot be returned, unlearned, un-received, un-remembered, or restored to us. You cannot give it back. It cannot be relisted. It cannot be sold to anyone else — it is exclusive to you, which is precisely what you paid for.

By purchasing an Appointment, you expressly request immediate delivery, expressly consent to immediate delivery, and expressly acknowledge that upon delivery Skeduled has fully performed and that any right of cancellation, rescission, or refund you might otherwise have is thereby extinguished to the fullest extent permitted by law.

9.4 What Delivery Explicitly Does Not Include

Delivery does not include, and Skeduled does not promise, warrant, guarantee, or accept any responsibility whatsoever for, any of the following:

That the Consumer will answer your call
That the Consumer will return your call
That the Consumer will be home
That the Consumer will keep the Appointment
That the Consumer will not cancel — before, during, or after
That the Consumer will not reschedule
That the Consumer will not no-show
That the Consumer will not change their mind
That the Consumer will not have already hired someone else
That the Consumer will not get a cheaper quote
That the Consumer will not simply decide not to do the project
That the Consumer will be polite, cooperative, prepared, or reasonable
That the Consumer will have the budget, credit, financing, or means to purchase
That the Consumer will be the decision-maker, or that a spouse, partner, landlord, HOA, insurer, or business partner will agree
That the Consumer's property is suitable, accessible, permitted, or as described
That the Consumer described their needs accurately, completely, or honestly
That the Consumer's stated timeline, budget, or urgency is real
That the job is within your capability, licensure, or service area
That the job is profitable at your pricing
That you will close the sale
That you will make money
That you will make more money than you spent
That the Appointment is worth what you paid for it, to you, in your market, with your team

Every item in this list is a business risk you accept in full, without recourse, as a condition of using the Service.

9.5 A Cancelled Appointment Is a Delivered Appointment

This is stated separately because it is the single most common source of disagreement, and there will be no ambiguity about it.

If a Consumer cancels, reschedules, no-shows, stops responding, changes their mind, hires a competitor, or refuses service — before you arrive, when you arrive, or after you arrive — the Appointment was still Delivered, Skeduled still fully performed, the fee is still fully earned, and no refund, credit, adjustment, or offset is owed.

We delivered a real person who asked for service and agreed to be contacted. We cannot and do not control human beings. A homeowner is not a widget. They are a person with a life, a budget, a spouse, a competing quote, and a right to change their mind about their own property at any moment for any reason. That reality is priced into what you paid. It is the nature of the product. It is not a defect in the product.

9.6 Sales Performance Is Not Our Performance

If you do not close the Appointment, that is not a failure of the Service. It may be a failure of your pricing, your sales process, your speed to lead, your follow-up, your presentation, your reputation, your reviews, your availability, your professionalism, your quote, your crew, your timing, your market, or your salesperson. It may also be nobody's failure at all — sometimes people just say no.

Skeduled makes no representation about your close rate, and your close rate is not a term of this contract. Two businesses can receive identical Appointments and produce opposite results. The variable is not the Appointment.

9.7 The Only Circumstance in Which We Have Failed to Deliver

We have failed to deliver an Appointment if, and only if, we charged you for an Appointment and did not make the Consumer Contact Information and Appointment Data available to you in your Account.

That is the exhaustive list. If that happens, tell us at team@skeduled.app and we will investigate and, if we agree we failed to deliver, we will refund or credit the Appointment fee promptly. That is your sole and exclusive remedy for a failure of delivery. See Section 11.3.

10. The Marketplace

10.1 How It Works

The Marketplace lists Appointments available to be claimed. Before an Appointment is claimed, you see a limited, privacy-protective preview — a partial name, a city and state, an approximate geographic area, a general service description, an appointment window, any photographs the Consumer submitted, and a price. The exact address, full name, and phone number are withheld until claim. Map areas shown before purchase are deliberately offset and do not identify a property.

10.2 Purchases Are Immediate and Final

When you claim an Appointment, the charge is immediate, the delivery is immediate, and the transaction is final. See Sections 9.3 and 11.

10.3 First to Claim

Appointments are claimed on a first-come, first-served basis. Availability is not reserved, held, or guaranteed. An Appointment visible in your feed may be claimed by another business at any instant, including while you are reading it. We do not guarantee that any Appointment will remain available, that any Appointment will appear in your feed, or that any Appointment will ever be listed in your market, your vertical, or your radius.

10.4 Exclusivity

An Appointment is claimed by one Customer. We do not resell, redistribute, or recycle a claimed Appointment. That exclusivity is what you paid for, and it is the reason the transaction is final.

10.5 Preview Information Is a Preview

The preview is an approximation generated by automated systems from what a Consumer said. It may be incomplete, imprecise, or wrong. You purchase based on your own judgment. A discrepancy between a preview and the delivered Appointment is not a failure of delivery under Section 9.7 and is not a basis for refund, credit, or Dispute.

10.6 Pricing

We set Appointment prices in our sole discretion. Prices vary by vertical, market, timing, demand, and factors we do not disclose. We may change prices at any time. We do not guarantee any price, any price stability, or any relationship between price and value to you. The price you accept at purchase is the price.

10.7 Your Obligations to the Consumer

When you claim an Appointment, you are claiming a person who is expecting you. You agree to:

Contact the Consumer promptly and professionally
Honor the scheduled Appointment or communicate a change directly to the Consumer
Use the Consumer Contact Information only to contact the Consumer about, and to perform, the requested service
Never resell, redistribute, license, broker, share, or transfer Consumer Contact Information to any other party
Never use the information for any purpose the Consumer did not request, including unrelated marketing
Comply with all applicable law in any contact, including the TCPA and state telemarketing law
Immediately honor any opt-out, do-not-contact, or deletion request the Consumer makes
Maintain reasonable security over the information
Hold all required licenses, permits, bonds, and insurance for the work
Perform any work you undertake competently, lawfully, and safely

Breach of this Section 10.7 is a material breach, grounds for immediate termination without refund, and grounds for the indemnification in Section 23. It may also expose you to statutory damages under the TCPA of $500 to $1,500 per call or message. That exposure is yours alone.

10.8 Marketplace Access Is Discretionary

We may grant, deny, condition, restrict, suspend, or revoke Marketplace access at any time, in our sole discretion, with or without cause and with or without notice. Marketplace access is a privilege of the Service, not a right, and is not a term of the Subscription. Loss of Marketplace access is not a failure of the Service and does not entitle you to any refund.

11. Refunds — Final Sale

11.1 ALL SALES ARE FINAL

ALL FEES ARE NON-REFUNDABLE, NON-CANCELLABLE, NON-CREDITABLE, AND NON-PRORATABLE, EXCEPT AS EXPRESSLY STATED IN SECTION 11.3 OR AS REQUIRED BY APPLICABLE LAW THAT CANNOT BE WAIVED.

This includes, without limitation:

Subscription fees, including the period in which you cancel
Subscription fees for any period in which you did not use the Service
Subscription fees charged upon conversion of a Trial you forgot to cancel
Appointment fees, including for a Consumer who cancelled
Appointment fees, including for a Consumer who no-showed
Appointment fees, including for a Consumer who did not buy
Appointment fees, including where you concluded the Appointment was not worth the price
Any fee for any period during which your Account was suspended or terminated for cause

11.2 Why

Because delivery is instantaneous and irreversible (Section 9.3), because the Appointment is exclusive and cannot be resold (Section 10.4), because the cost of producing it is incurred and paid to real people before you ever see it, and because the outcome you are dissatisfied with is a risk you expressly accepted (Section 9.4). We are not able to un-deliver information, and we are not able to recover the cost of producing an Appointment that was consumed.

11.3 The Sole Exception

We will refund or credit an Appointment fee if we charged you for an Appointment and failed to make the Consumer Contact Information and Appointment Data available to you, as described in Section 9.7. Contact team@skeduled.app within thirty (30) days of the charge. We will investigate in good faith. This is your sole and exclusive remedy for a failure of delivery.

11.4 Discretionary Accommodations

We may, in our sole discretion, elect to issue a refund, credit, or accommodation in a circumstance where we are not obligated to. Any such accommodation is a one-time act of goodwill, is not an admission of any obligation or defect, does not modify these Terms, does not create a course of dealing, does not create a precedent, and does not entitle you or anyone else to the same accommodation ever again. No employee, agent, or representative of Skeduled has authority to waive Section 11.1 except by a writing signed by an authorized officer.

11.5 Statutory Rights

Nothing in this Section limits any right you have under applicable law that cannot be waived or limited by agreement. If a mandatory law grants you a refund right, that law controls to the extent of the conflict, and only to that extent.

12. Chargebacks and Payment Disputes

THIS SECTION IMPOSES A FEE OF UP TO $2,000.00 PER DISPUTE. READ IT IN FULL BEFORE YOU USE THE SERVICE.

12.1 Contact Us First — This Is a Contractual Condition

Before initiating any Dispute, you must first contact us at team@skeduled.app and give us fifteen (15) business days to investigate and respond.

This is not a suggestion. It is a condition precedent to any Dispute and a material term of this contract. Almost every legitimate billing issue is resolved in a single email in under a day. A Dispute filed without first contacting us is a Dispute filed in breach of this Section.

12.2 What a Chargeback Actually Is Here

A chargeback is a representation to a bank that a merchant did not deliver what it was paid for. When we delivered exactly what we were paid for, that representation is false. It is not a customer service escalation, a negotiating tactic, or a way to cancel. It is a claim to a financial institution that we took your money and gave you nothing.

When you file it against a Delivered Appointment, you are also doing something more concrete: you are clawing back money that has already been spent producing that Appointment — paid to the people who found the Consumer, ran the systems, held the conversation, and booked the time. That work is done. It cannot be undone. The money is gone. The chargeback does not reach into a warehouse and retrieve inventory. It reaches into payroll.

12.3 The Chargeback Fee

If you initiate a Dispute with respect to any charge, and the charge was valid under these Terms, you agree to pay Skeduled a Chargeback Fee of up to Two Thousand Dollars ($2,000.00) per Dispute, in addition to the disputed amount itself and any amount otherwise owed.

A charge is valid under these Terms if any of the following is true:

The Appointment was Delivered as defined in Section 9.1, regardless of what the Consumer subsequently did or did not do
The Subscription charge was for a period during which your Account was active, whether or not you used it
The Subscription charge followed a Trial you did not cancel before it ended, and the disclosures in Section 6.2 were presented to you
The charge was authorized under Section 7.3, including by any person with access to your Account under Section 5.2
The charge was for any other amount owed under these Terms

Skeduled will determine, in its sole discretion, whether to assess the Chargeback Fee and in what amount, up to the $2,000.00 maximum. In exercising that discretion, Skeduled will consider factors including: whether you contacted us first under Section 12.1; whether you withdrew the Dispute after notice under Section 12.4; the number of prior Disputes you have initiated; the stated reason code; whether the reason given was accurate; the direct and indirect costs actually incurred; and whether the Dispute appears to be a good-faith error or an attempt to obtain a delivered product without paying for it.

The Chargeback Fee is due immediately upon assessment. You authorize us to charge it to any payment method on file, in whole or in part, on any schedule, under Section 7.3. If it cannot be collected, Section 13 applies.

12.4 Your Opportunity to Cure — No Fee If You Withdraw

We do not want $2,000. We want to be paid for work we performed and to not be dragged into a bank's dispute process.

If you initiate a Dispute and then withdraw it — and provide written confirmation of the withdrawal to your card issuer and to us — within ten (10) business days of our notice to you, we will not assess the Chargeback Fee. We will instead work with you directly on the underlying issue.

The fee exists to deter a Dispute against a delivered product. It does not exist to punish someone who made a mistake and fixed it.

12.5 When You Owe Nothing

No Chargeback Fee is owed, and no Dispute is a breach, if:

We actually failed to deliver. We charged you for an Appointment and did not make it available to you (Section 9.7). If we didn't deliver, dispute it. You are right and we are wrong, and we will not charge you a dollar for saying so.
The charge was fraudulent or unauthorized, meaning made by someone who obtained your payment credentials without authorization and without any access to your Account that you granted (Section 5.2 governs the latter)
The charge was a duplicate or a demonstrable technical error on our part
We agreed in writing that a refund was owed and failed to issue it within a reasonable time
Applicable law prohibits the assessment

We want you to dispute the charges you should dispute. We are asking you not to dispute the ones you shouldn't.

12.6 Liquidated Damages — The Basis for the Amount

You and Skeduled expressly acknowledge and agree, after negotiation and with the opportunity to decline this contract entirely, that:

(a) The harm caused by an invalid Dispute is real, substantial, and extremely difficult or impossible to accurately estimate at the time this contract is formed, because it depends on the reason code asserted, the processor's response, the network's response, our aggregate dispute ratio at that moment, and consequences that are contingent, cumulative, and outside our control;

(b) That harm includes, without limitation, each of the following categories of actual damage:

Harm	Description
The consumed Appointment	It was exclusive, it was delivered, it cannot be relisted, and its production cost was already paid out
Processor dispute fees	Assessed per Dispute, whether we win or lose
Staff time	Investigation, evidence compilation, recording and transcript retrieval, representment drafting, and follow-through, often over 45 to 90 days
Payment network monitoring exposure	Visa's Dispute Monitoring Program and Mastercard's Excessive Chargeback Program impose escalating per-dispute fines and program fees that can reach twenty-five thousand dollars ($25,000) or more per month, triggered by a ratio — meaning a single Dispute can contribute to costs vastly exceeding its own amount
Elevated processing costs	A degraded dispute ratio raises reserve requirements, rolling reserves, and rates across all of our processing, for all of our customers
Loss of card acceptance	Sustained ratios can result in termination by our processor and placement on the MATCH list, an existential harm to the business
Consumer relationship harm	The Consumer expected the business that claimed their Appointment to show up
Collection and legal cost	Recovering an amount that was already paid

(c) The amount of up to $2,000.00 is a reasonable pre-estimate of that harm and is not a penalty;

(d) The amount bears a reasonable relationship to the anticipated harm, given that a single Dispute can contribute to network program costs that exceed it by an order of magnitude;

(e) You had a free, instant, unconditional, self-service alternative — cancellation under Section 8.1 — and a mandatory no-cost dispute-resolution path — Section 12.1 — and a no-fee cure window — Section 12.4;

(f) You expressly waive any argument that the Chargeback Fee is a penalty, is unconscionable, is unenforceable as liquidated damages, or is disproportionate to actual harm;

(g) The Chargeback Fee is in addition to, and not in lieu of, the underlying disputed amount, which remains fully owed.

12.7 Step-Down Savings Provision

If a court or arbitrator determines that the Chargeback Fee is unenforceable in the amount assessed, the parties intend and agree that the fee shall be reduced — not voided — to the maximum amount that is enforceable under applicable law, and shall be enforced at that amount. If it is determined to be unenforceable in any amount, Skeduled retains in full its right to recover actual damages, indirect damages, consequential damages, network program costs, staff time at commercially reasonable rates, and every cost described in Section 12.6(b), together with attorneys' fees and costs under Section 13.4 — and you expressly agree that Section 22 (Limitation of Liability) does not limit Skeduled's recovery of amounts owed by you.

12.8 Suspension and Termination

Upon any Dispute, we may immediately and without notice:

Suspend or terminate your Account
Revoke Marketplace access
Revoke your access to all Appointment Data, including Appointments you purchased and did not dispute
Refuse to serve you or any Affiliate, principal, officer, owner, or successor of yours, permanently
Report the Dispute to our processor, the card networks, and any applicable industry database
Pursue every remedy in Section 13

12.9 Evidence

You acknowledge that we maintain, and will submit in response to any Dispute, comprehensive evidence of delivery, including: the recorded call in which the Consumer was told the line was recorded, told they were speaking with an AI, told their information would go to a service business, and affirmatively continued; the transcript of that call; the timestamped consent record; the Appointment record; the delivery timestamp; your account access logs; your purchase authorization; these Terms; and your acceptance of them.

You further agree that:

This evidence is admissible, authentic, and dispositive of the fact of delivery
You will not contest its authenticity
The subsequent conduct of the Consumer is irrelevant to whether delivery occurred, and you will not assert otherwise to any card issuer, network, processor, arbitrator, or court
Any representation by you to a card issuer that we did not deliver a Delivered Appointment is a material misrepresentation, a material breach of these Terms, and — depending on the facts, and we are not shy about this — potentially actionable beyond contract

12.10 Reservation

Nothing in this Section limits any other remedy. Skeduled reserves every right at law and equity, including breach of contract, unjust enrichment, conversion, and any claim arising from a false representation made to a financial institution.

13. Collections, Interest, and Costs

13.1 Past Due

Any amount not paid when due accrues interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, from the due date until paid in full.

13.2 Collection

We may refer any past-due amount to a collection agency or attorney and may report it to credit reporting agencies to the extent permitted by law.

13.3 Personal Guarantee for Individual Signatories

If you accepted these Terms without actual authority to bind the entity on whose behalf you purported to act, you personally guarantee all amounts owed and are personally liable for them.

13.4 Costs of Collection and Enforcement

You agree to pay all costs of collecting or enforcing any amount owed under these Terms, including reasonable attorneys' fees, arbitration fees, court costs, collection agency fees, expert fees, and processor and network fees, whether or not suit or arbitration is commenced, and at trial and on appeal.

This provision is unilateral and intentional. It reflects the reality that you can walk away from this contract for free at any time under Section 8.1, and that the only circumstance in which we must spend money enforcing it is one in which you took a delivered product and refused to pay for it. If applicable law requires such a provision to be mutual, it shall be construed as mutual to the minimum extent required and no further.

14. Your Compliance Obligations

This Section allocates legal risk. It is not boilerplate. TCPA statutory damages are $500 to $1,500 per call or text, with no cap, and are a favorite of the plaintiffs' bar.

14.1 Customer Data

You are solely responsible for the lawfulness of every piece of Customer Data you introduce into the Service. You represent and warrant, on an ongoing basis, that you have:

All rights, permissions, and consents necessary to submit it
All consents necessary for Skeduled to contact those individuals by phone call and by text message, including any prior express written consent required under the TCPA and its implementing regulations
All consents necessary under applicable state mini-TCPA and telemarketing statutes, including those of Florida, Oklahoma, Maryland, Washington, and any other state
All consents necessary to record
Complied with the National Do Not Call Registry and every applicable state registry, and scrubbed your own lists against them
Not included information about anyone who has revoked consent or asked to stop

Skeduled provides tooling. Skeduled does not audit, verify, validate, warrant, or take responsibility for your consent records, and does not scrub on your behalf unless expressly agreed in a separate signed writing.

14.2 Your Own Campaigns

You are solely responsible for compliance with the TCPA, the FTC Telemarketing Sales Rule, state telemarketing law, CAN-SPAM, state privacy statutes, wireless carrier requirements, CTIA messaging principles, call recording law, AI disclosure law, and every other law applicable to your business.

14.3 What You Must Not Submit

You must not introduce into the Service:

Data you lack the right to introduce
Sensitive personal information (as defined in our Privacy Policy)
Health, medical, disability, or mental health information
Biometric identifiers or biometric information
Government identifiers, financial account numbers, or credentials
Information about anyone under eighteen (18)
Information from any individual who has opted out
Anything unlawful, infringing, or malicious

14.4 You Must Not Interfere With the Disclosures

You must not disable, circumvent, alter, obscure, shorten, or misrepresent the recording disclosure or the AI disclosure. They are not configurable. Any attempt to defeat them is a material breach and grounds for immediate termination without refund, and voids every protection these Terms afford you.

14.5 Your Privacy Notice

You are responsible for maintaining your own accurate, lawful, and complete privacy notice covering your own use of Consumer information.

14.6 Licensure

You represent and warrant that you hold, and will maintain, every license, registration, permit, bond, and insurance policy required to perform the work you undertake, in every jurisdiction in which you undertake it. We do not verify licensure. Verification is not a feature of the Service.

14.7 Anti-Discrimination

You must not use the Service, or any information obtained through it, to discriminate against any person on the basis of race, color, religion, national origin, sex, familial status, disability, age, or any other protected characteristic, or in violation of the Fair Housing Act, the Equal Credit Opportunity Act, the Americans with Disabilities Act, or any other applicable law.

15. Acceptable Use

You will not, and will not permit anyone to:

15.1 Legal

Use the Service to violate any law, regulation, court order, or third-party right; to defraud; to launder money; to evade sanctions; or to further any unlawful purpose.

15.2 Abuse of the Consumer Relationship

Resell, redistribute, broker, license, transfer, or share Consumer Contact Information (Section 10.7)
Use Consumer information for any purpose the Consumer did not request
Ignore or delay honoring an opt-out, do-not-contact, or deletion request
Harass, threaten, mislead, defraud, or abuse a Consumer
Misrepresent your identity, licensure, affiliation, or the nature of your business
Contact a Consumer whose Appointment you did not claim
Attempt to identify, locate, or contact a Consumer from a pre-purchase Marketplace preview — including by reverse-engineering the offset map area, aggregating previews, correlating with external data, or any other means. This is a serious breach and is grounds for immediate permanent termination, forfeiture of all fees, and legal action.

15.3 Technical

Reverse engineer, decompile, disassemble, or attempt to derive source code or the underlying prompts, models, workflows, logic, or scoring of the Service, except to the minimum extent this restriction is unenforceable under applicable law
Scrape, crawl, harvest, or use any automated means to access the Service or extract data, other than through an API we expressly provide
Circumvent, disable, or interfere with any security, rate limit, authentication, authorization, or access control
Access the Service through any means other than the interfaces we provide
Access any account, Project, or data you are not authorized to access
Probe, scan, or test the vulnerability of any system without our prior written authorization
Introduce malware, or interfere with, disrupt, or impose an unreasonable load on the Service
Frame, mirror, or resell the Service without our prior written consent
Use the Service to build, train, benchmark, or improve a competing product or model
Use the Service to develop a substantially similar or competitive service

15.4 Commercial

Share, sublicense, or transfer your Account or credentials
Create multiple Accounts to obtain multiple Trials, evade a suspension, or evade a termination
Use the Service on behalf of an undisclosed third party without our written consent
Misrepresent your business, vertical, or service area to obtain Appointments you are not eligible for
Manipulate, game, or exploit the Marketplace, its pricing, or its listing logic

15.5 Communications

Send unsolicited communications, spam, or unlawful marketing
Send emergency communications through the Service. The Service does not reach 911 or any emergency service.
Send communications that are defamatory, obscene, threatening, or unlawful

15.6 AI Misuse

Attempt to manipulate, jailbreak, prompt-inject, or subvert the AI Assistant
Extract or replicate our prompts, instructions, or system configuration
Use outputs to train a competing model
Configure the Service to deceive a Consumer about who they are dealing with

15.7 FCRA and Regulated Uses

Skeduled is not a consumer reporting agency, and no information obtained through the Service is a "consumer report" under the Fair Credit Reporting Act, 15 U.S.C. § 1681a.

You must not use any information obtained through the Service, in whole or in part, as a factor in establishing eligibility for:

Credit, or the terms of credit
Insurance, or the terms of insurance
Employment, including hiring, promotion, reassignment, or retention
Housing, tenancy, or a residential lease
Any government license or benefit
Any other purpose enumerated in 15 U.S.C. § 1681b

Any FCRA-covered use is a material breach and grounds for immediate termination without refund, and you will indemnify us fully for it under Section 23.

15.8 Consequences

Violation of this Section 15 is a material breach. We may suspend or terminate immediately, without notice, without refund, and without liability, and pursue every available remedy.

16. Intellectual Property

16.1 Ours

Skeduled and its licensors own all right, title, and interest in and to the Service — including all software, source code, object code, architecture, databases, prompts, system instructions, models, workflows, automations, algorithms, scoring logic, qualification logic, dashboards, designs, user interfaces, layouts, text, graphics, trademarks, service marks, trade dress, trade secrets, know-how, documentation, and all improvements, derivatives, and intellectual property rights in any of it — whether or not registered and in every jurisdiction.

These Terms grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your internal business purposes, in accordance with these Terms, for as long as your Account is in good standing. Nothing else. No rights are granted by implication, estoppel, or otherwise. All rights not expressly granted are reserved.

16.2 Yours

You retain all right, title, and interest in Customer Data. You grant Skeduled a worldwide, non-exclusive, royalty-free, fully paid, sublicensable license to host, store, reproduce, modify, create derivative works of, transmit, display, and otherwise use and process Customer Data solely to provide, secure, support, and improve the Service, to operate the Marketplace, to comply with law, and to establish, exercise, and defend legal claims.

16.3 Appointment Data

When you claim an Appointment, you receive a limited, non-exclusive, non-transferable license to use the Consumer Contact Information and Appointment Data solely to contact the Consumer about, and to perform, the requested service. You receive no ownership of it, no right to resell it, and no right to use it for any other purpose. This license terminates immediately upon termination of your Account or upon the Consumer's opt-out or deletion request.

16.4 Recordings and Transcripts

Skeduled owns all call recordings, transcripts, summaries, classifications, and other outputs generated by the Service, subject to the rights of the individuals recorded and to our Privacy Policy. You receive access to them for the purposes described in these Terms and no other.

16.5 Aggregated Data

We may create, use, and disclose aggregated and de-identified data derived from use of the Service — including statistics about lead volume, conversion, pricing, response times, and market conditions — for any purpose, including product development, benchmarking, and marketing, without restriction, in perpetuity, and without compensation to you. We commit to maintaining it in de-identified form and not attempting to reidentify it.

16.6 Feedback

If you provide any suggestion, idea, feedback, enhancement request, or recommendation, you grant Skeduled a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, sublicensable license to use, modify, commercialize, and exploit it for any purpose, without restriction, attribution, or compensation, and you waive any claim to it. Do not send us anything you consider confidential or proprietary.

16.7 Trademarks

You may not use our name, logos, or marks without our prior written consent. We may identify you as a customer and use your name and logo in customer lists and marketing materials. You may opt out at any time by emailing team@skeduled.app.

17. AI, Automation, and Their Limitations

17.1 AI Makes Mistakes

The Service uses artificial intelligence and automation to conduct conversations, qualify leads, generate summaries, classify sentiment, score performance, and book appointments. AI systems produce errors, omissions, hallucinations, mischaracterizations, and inaccuracies. This is inherent to the technology, is not a defect, and is not a breach of these Terms.

17.2 Your Duty to Review

You are solely responsible for reviewing every AI-generated output before relying on it, including summaries, transcripts, classifications, appointment details, and scheduling decisions. You must not treat any AI output as verified fact.

17.3 No Warranty of Accuracy

We make no warranty that any transcript is accurate, any summary is complete, any classification is correct, any score is meaningful, any appointment detail is right, or that the AI Assistant will conduct any conversation in any particular way.

17.4 Volume and Availability

We do not guarantee that the AI Assistant will place any number of calls, send any number of messages, reach any number of Consumers, book any number of Appointments, or operate at any particular time.

17.5 Consumer Conduct

Consumers may lie to the AI Assistant. They may misstate their needs, their budget, their timeline, their authority, their address, or their intentions. We record what they say. We do not verify it, and we do not warrant it.

18. Third-Party Services

18.1 Dependencies

The Service depends on third parties, including Supabase, Stripe, Twilio, Google, n8n, Shopify, AI and speech providers, hosting providers, and carriers.

18.2 Not Our Responsibility

We are not responsible and have no liability for any outage, error, latency, degradation, data loss, policy change, pricing change, API change, deprecation, suspension, termination, security incident, or act or omission of any third party, even where it renders the Service unavailable or unusable, and even where it causes you loss.

18.3 Their Terms Apply

Your use of a third-party service through the Service is governed by that party's terms and privacy policy, including Stripe, Google, and the Google Maps Platform Terms. You are responsible for reviewing and complying with them.

18.4 Integrations

We may add, modify, deprecate, or remove any integration at any time without notice and without liability. Loss of an integration is not a failure of the Service and does not entitle you to any refund.

19. Availability, Changes, and Support

19.1 No Uptime Guarantee

We do not guarantee any level of availability, uptime, response time, or performance. The Service may be unavailable due to maintenance, updates, outages, third-party failures, force majeure, or reasons we do not explain. No service level agreement applies unless set out in a separate signed writing.

19.2 We May Change the Service

We may add, modify, suspend, deprecate, or discontinue any feature, function, integration, vertical, market, or the entire Service, at any time, in our sole discretion, with or without notice and without liability. Continued availability of any particular feature is not a term of this contract. The Marketplace itself is a feature, not a promise.

19.3 Support

Support is provided at the level, and through the channels, we choose to offer from time to time, on a commercially reasonable efforts basis. Support is not a warranty and is not a service level commitment.

19.4 Beta Features

Any feature identified as beta, preview, early access, or experimental is provided "AS IS," without warranty of any kind, may be modified or discontinued at any moment, and is expressly excluded from every commitment in these Terms.

20. NO GUARANTEE OF RESULTS

THIS SECTION IS FUNDAMENTAL TO THE BARGAIN AND IS A MATERIAL INDUCEMENT TO SKEDULED'S ENTRY INTO THIS CONTRACT.

SKEDULED MAKES NO REPRESENTATION, WARRANTY, GUARANTEE, PROJECTION, PROMISE, OR ASSURANCE OF ANY KIND, EXPRESS OR IMPLIED, REGARDING:

THE NUMBER OF APPOINTMENTS YOU WILL RECEIVE, IF ANY — INCLUDING ZERO
THE AVAILABILITY OF ANY APPOINTMENT IN YOUR MARKET, VERTICAL, OR RADIUS, EVER
THE QUALITY, VALUE, SERIOUSNESS, OR SUITABILITY OF ANY APPOINTMENT
YOUR CONTACT RATE, SHOW RATE, CLOSE RATE, OR CONVERSION RATE
YOUR REVENUE, PROFIT, MARGIN, PIPELINE, OR RETURN ON INVESTMENT
THAT YOU WILL EARN MORE THAN YOU SPEND
THAT YOU WILL EARN ANYTHING AT ALL
THAT THE SERVICE IS SUITABLE FOR YOUR BUSINESS, MARKET, VERTICAL, PRICING, OR TEAM
THAT ANY RESULT ACHIEVED BY ANY OTHER CUSTOMER WILL BE ACHIEVED BY YOU

20.1 Testimonials and Examples

Any testimonial, case study, screenshot, result, figure, or example — whether on our website, in our marketing, in a demo, in a sales conversation, or anywhere else — is an illustration of what one business achieved under its own conditions. It is not typical, not average, not projected, not promised, and not a term of this contract. Individual results vary enormously and depend overwhelmingly on factors entirely outside our control: your pricing, your sales ability, your speed to lead, your follow-up, your reputation, your capacity, your market, and your competition.

20.2 No Reliance

You represent and warrant that you have not relied on any representation, statement, projection, promise, or assurance not expressly set out in these Terms, and that you have made your own independent evaluation of the Service and its suitability for your business. Any statement made by any salesperson, representative, agent, affiliate, or employee that conflicts with or expands upon these Terms is unauthorized, is not binding on Skeduled, and may not be relied upon.

20.3 Your Own Judgment

You are a business. You are expected to evaluate your own unit economics, your own cost per acquisition, your own close rate, and your own return, and to decide for yourself whether the Service is worth what it costs. If it isn't, cancel — it takes ten seconds and costs nothing (Section 8.1).

21. DISCLAIMER OF WARRANTIES

THE SERVICE, THE MARKETPLACE, EVERY APPOINTMENT, EVERY OUTPUT, AND EVERYTHING PROVIDED BY SKEDULED ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," WITHOUT WARRANTY OF ANY KIND.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SKEDULED AND ITS AFFILIATES, OFFICERS, MEMBERS, MANAGERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, INCLUDING WITHOUT LIMITATION:

ANY IMPLIED WARRANTY OF MERCHANTABILITY
ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE
ANY IMPLIED WARRANTY OF TITLE OR NON-INFRINGEMENT
ANY WARRANTY OF ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, OR QUALITY
ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE
ANY WARRANTY THAT DEFECTS WILL BE CORRECTED
ANY WARRANTY THAT THE SERVICE IS FREE OF VIRUSES OR HARMFUL COMPONENTS
ANY WARRANTY REGARDING THE CONDUCT, IDENTITY, INTENT, SOLVENCY, OR TRUTHFULNESS OF ANY CONSUMER
ANY WARRANTY REGARDING THE ACCURACY OF ANY AI OUTPUT
ANY WARRANTY REGARDING RESULTS, REVENUE, OR RETURN

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SKEDULED OR THROUGH THE SERVICE, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

YOU ASSUME ALL RISK ARISING FROM YOUR USE OF THE SERVICE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. TO THE EXTENT AN EXCLUSION IS PROHIBITED, IT DOES NOT APPLY TO YOU, AND OUR WARRANTIES ARE LIMITED TO THE MINIMUM SCOPE AND DURATION REQUIRED BY THAT LAW.

22. LIMITATION OF LIABILITY

READ THIS SECTION. IT LIMITS WHAT YOU CAN RECOVER FROM US.

22.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SKEDULED OR ITS AFFILIATES, OFFICERS, MEMBERS, MANAGERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY:

INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES
LOST PROFITS OR LOST REVENUE
LOST BUSINESS, LOST OPPORTUNITY, OR LOST GOODWILL
LOST OR CORRUPTED DATA
LOST LEADS, LOST APPOINTMENTS, OR MISSED APPOINTMENTS
BUSINESS INTERRUPTION
COST OF SUBSTITUTE SERVICES OR COVER
REPUTATIONAL HARM
DAMAGES ARISING FROM THE ACTS OR OMISSIONS OF ANY CONSUMER, ANY OTHER CUSTOMER, OR ANY THIRD PARTY

REGARDLESS OF THE THEORY OF LIABILITY — CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE — AND EVEN IF SKEDULED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

22.2 Aggregate Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SKEDULED'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, IN THE AGGREGATE AND NOT PER CLAIM, WILL NOT EXCEED THE GREATER OF:

(A) THE TOTAL AMOUNT YOU ACTUALLY PAID SKEDULED IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM; OR

(B) ONE HUNDRED DOLLARS ($100.00).

THIS CAP IS AGGREGATE AND CUMULATIVE. MULTIPLE CLAIMS DO NOT EXPAND IT.

22.3 The Cap Is the Bargain

YOU ACKNOWLEDGE THAT THE FEES CHARGED FOR THE SERVICE REFLECT THIS ALLOCATION OF RISK AND THAT SKEDULED WOULD NOT PROVIDE THE SERVICE ON THESE TERMS WITHOUT IT. THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN AND APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

22.4 Exceptions

Nothing in this Section limits liability that cannot be limited under applicable law, including liability for gross negligence, willful misconduct, or fraud where such limitation is prohibited.

22.5 This Cap Does Not Limit What You Owe Us

For the avoidance of all doubt: this Section 22 limits Skeduled's liability to you. It does not limit, and shall not be construed to limit, your liability to Skeduled — including amounts owed under Sections 7, 12, 13, and 23.

22.6 Jurisdictional Limits

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN THOSE JURISDICTIONS, LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

23. Indemnification

23.1 Your Indemnity

You will defend, indemnify, and hold harmless Skeduled and its Affiliates, officers, members, managers, directors, employees, agents, licensors, and suppliers from and against any and all claims, demands, actions, proceedings, investigations, damages, judgments, settlements, fines, penalties, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and costs of investigation and defense) arising out of or relating to:

Your use of the Service
Your Customer Data, and the lawfulness of it
Any claim under the TCPA, the Telemarketing Sales Rule, any state mini-TCPA or telemarketing statute, or any call recording statute, arising from any communication involving data you introduced or a campaign you configured
Any claim under the FCRA, FHA, ECOA, ADA, or any anti-discrimination law arising from your use of information obtained through the Service
Any claim under any state privacy statute, the Illinois Biometric Information Privacy Act, the Washington My Health My Data Act, or any comparable law, arising from your acts or omissions
Your contact with, conduct toward, or work performed for any Consumer
Any work you perform or fail to perform, including any property damage, personal injury, defect, delay, or dispute
Your breach of these Terms, including Sections 10.7, 14, and 15
Your violation of any law or third-party right
Your negligence, willful misconduct, or fraud
The acts or omissions of anyone you granted access to your Account
Any misrepresentation you make to a card issuer, bank, network, or processor

23.2 Procedure

We will notify you of any claim, and you will assume defense with counsel reasonably acceptable to us. We may participate at our own expense, and may assume control of the defense at your expense if you fail to defend diligently. You may not settle any claim in a way that imposes any obligation, admission, or restriction on Skeduled without our prior written consent.

23.3 Survival

This Section survives termination indefinitely.

24. Confidentiality

Each party may receive non-public information of the other. The receiving party will protect it with at least reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and advisors bound by comparable obligations.

Skeduled's Confidential Information expressly includes: pricing not publicly listed, product roadmaps, prompts, system instructions, model configuration, workflow logic, qualification and scoring logic, non-public Marketplace mechanics, unreleased features, security architecture, and the terms of any non-standard agreement.

Excluded: information that is or becomes public through no fault of the receiving party, was known without obligation before disclosure, is independently developed without use of the disclosing party's information, or is rightfully received from a third party without restriction.

Compelled disclosure is permitted if the receiving party gives prompt notice where legally permitted and cooperates in seeking protection.

This Section survives termination for five (5) years, and indefinitely as to trade secrets.

25. Term, Termination, and Suspension

25.1 Term

These Terms begin when you first accept them or first use the Service and continue until terminated.

25.2 Termination by You

Cancel at any time under Section 8.1.

25.3 Termination by Us for Convenience

We may terminate these Terms or your Account, for any reason or no reason, upon thirty (30) days' notice. In that case, we will refund any prepaid, unused Subscription fee on a prorated basis. We will not refund any Appointment fee, because those Appointments were Delivered.

25.4 Termination by Us for Cause

We may suspend or terminate immediately, without notice, without refund of any kind, and without liability, if:

You breach any provision of these Terms
You initiate a Dispute (Section 12.8)
You fail to pay any amount when due
You breach Section 10.7, 14, or 15
You attempt to identify or contact a Consumer from a pre-purchase preview (Section 15.2)
You attempt to disable or circumvent the recording or AI disclosure (Section 14.4)
You use the Service for any FCRA-covered purpose (Section 15.7)
You provide false registration information
You create multiple Accounts to evade a Trial limit, suspension, or termination
We reasonably believe your use creates legal, regulatory, security, financial, or reputational risk to Skeduled, to any Consumer, to any other customer, or to any third party

25.5 Effect of Termination

Upon any termination or expiration of these Terms: (a) your license to access and use the Service ends immediately; (b) your access to the Marketplace, your Account, and all Appointment Data may be revoked; (c) all amounts owed become immediately due and payable; (d) each party will remain bound by the provisions that survive under Section 33; and (e) we may retain and use data as described in our Privacy Policy and as required by law. Termination does not excuse any payment obligation that accrued before termination or that arises under a surviving provision.

26. Dispute Resolution — Binding Arbitration and Class Action Waiver

READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH SKEDULED ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF, INCLUDING BY WAIVING YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION.

26.1 Informal Resolution First

Before either party commences arbitration, that party must send the other a written notice of dispute describing the Claim and the relief sought — to us, at team@skeduled.app; to you, at the email on your Account — and the parties must attempt in good faith to resolve the Claim informally for thirty (30) days from the date the notice is received. Most disagreements are resolved in this window. Commencing arbitration without completing this step is a breach of these Terms, and the arbitrator shall dismiss without prejudice any arbitration commenced without it.

26.2 Agreement to Arbitrate

Except as provided in Section 26.5, you and Skeduled agree that every Claim shall be resolved exclusively by final and binding arbitration, on an individual basis, administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and, where applicable, its Expedited Procedures, as modified by this Section. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitrator — and not any court — has exclusive authority to resolve any dispute about the interpretation, applicability, enforceability, or formation of this arbitration agreement, except that a court shall decide any question regarding the validity or enforceability of the class action waiver in Section 26.4.

26.3 Arbitration Procedure

Arbitration will be conducted by a single arbitrator, in English. For Claims of $25,000 or less, the arbitration will be conducted on the basis of documents alone unless the arbitrator determines a hearing is necessary; any hearing will be held by videoconference unless the arbitrator determines an in-person hearing is necessary, in which case it will be held in the county of Skeduled's principal place of business or another mutually agreed location. Each party bears its own attorneys' fees and costs except where a statute or these Terms (including Section 13.4) provide otherwise, and administrative and arbitrator fees will be allocated in accordance with the AAA's rules. The arbitrator may award any relief that a court of competent jurisdiction could award to the individual party, and judgment on the award may be entered in any court having jurisdiction.

26.4 Class Action and Jury Trial Waiver

YOU AND SKEDULED EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, COLLECTIVE ACTION, CONSOLIDATED ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR REPRESENTATIVE PROCEEDING OF ANY KIND. CLAIMS MAY BE BROUGHT ONLY IN THE PARTIES' INDIVIDUAL CAPACITIES. The arbitrator may not consolidate more than one party's Claims and may not preside over any form of representative or class proceeding. If this waiver is found unenforceable as to a particular Claim, then that Claim — and only that Claim — must proceed in court under Section 27, and the remainder of this Section 26 remains in force for all other Claims.

26.5 Exceptions

Either party may: (a) bring an individual claim in small claims court in any jurisdiction where venue is proper, for so long as it remains in that court and on an individual basis; (b) seek temporary, preliminary, or permanent injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property, its Confidential Information, or the security or integrity of the Service, without first engaging in arbitration or the informal process above; and (c) pursue collection of amounts you owe under these Terms in any court of competent jurisdiction.

26.6 Thirty-Day Opt-Out

You may opt out of this arbitration agreement and class action waiver by emailing team@skeduled.app within thirty (30) days of the date you first accept these Terms, with the subject line "Arbitration Opt-Out," stating your name, business name, Account email, and a clear statement that you opt out of arbitration. Opting out of arbitration does not affect any other provision of these Terms. If you opt out, or to the extent this Section is found unenforceable, Claims will be resolved in the courts identified in Section 27, and the jury trial waiver and class action waiver still apply to the maximum extent permitted by law.

27. Governing Law and Venue

These Terms and every Claim are governed by the laws of the State of Minnesota, without regard to its conflict-of-laws principles, and, where applicable, the Federal Arbitration Act. Subject to Section 26, the exclusive venue for any Claim that proceeds in court is the state or federal courts located in Minnesota, and each party irrevocably consents to personal jurisdiction and venue in those courts and waives all objections based on inconvenient forum.

28. Changes to These Terms

We may modify these Terms from time to time. If we make a material change, we will provide notice by email, through the Service, or by posting the updated Terms with a revised effective date, at least fourteen (14) days before the change takes effect, except that changes required by law, or that apply only to new features, may take effect immediately. Your continued use of the Service after the effective date of an updated version constitutes acceptance of it. If you do not agree to a change, your remedy is to cancel before the change takes effect. Changes are not retroactive: the version in effect at the time of an event governs a Claim arising from that event, except that Section 26 (Dispute Resolution) as most recently accepted governs all Claims to the maximum extent permitted by law.

29. Notices

We may provide notices to you by email to the address on your Account, through the Service, or by posting to skeduled.app — each of which constitutes effective notice. You are responsible for keeping your email address current and for reading the notices we send. Notices to Skeduled must be sent by email to team@skeduled.app and are effective upon our confirmation of receipt.

30. Force Majeure

Skeduled is not liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, war, terrorism, civil unrest, labor disputes, governmental action, epidemics, power or internet failures, carrier or network failures, denial-of-service or other attacks, and failures of third-party services. Your payment obligations are not excused by force majeure.

31. Assignment

You may not assign, delegate, or transfer these Terms, your Account, or any right or obligation under them — including by merger, acquisition, change of control, or operation of law — without our prior written consent, and any attempted assignment without consent is void. Skeduled may assign these Terms, in whole or in part, without your consent, including in connection with a merger, acquisition, reorganization, or sale of assets, or to an Affiliate. These Terms bind and benefit the parties and their permitted successors and assigns.

32. Miscellaneous

Entire Agreement. These Terms, together with our Privacy Policy and any ordering document or separate signed writing between the parties, are the entire agreement between you and Skeduled regarding the Service and supersede all prior and contemporaneous agreements, communications, representations, and understandings, written or oral. Section 20.2 (No Reliance) applies to that supersession.

Severability. If any provision of these Terms is held invalid or unenforceable, it shall be reformed to the minimum extent necessary to make it enforceable while preserving the parties' intent — including as provided in Section 12.7 — and the remaining provisions remain in full force.

No Waiver. No failure or delay by either party in exercising any right is a waiver of it. A waiver is effective only if in writing and signed by the waiving party, and applies only to the specific instance for which it is given.

Interpretation. Headings are for convenience only. "Including" means "including without limitation." No rule of construction applies against the drafting party.

No Third-Party Beneficiaries. Except for the indemnified parties described in Section 23 and the Skeduled parties described in Sections 21 and 22, these Terms create no third-party beneficiary rights.

Export and Government Use. You may not use or export the Service in violation of U.S. export laws. The Service is commercial computer software, and any government use is subject to these Terms.

Electronic Contracting. You consent to contract electronically. Your electronic acceptance and our electronic records satisfy any requirement of a writing or signature.

33. Survival

The following survive any termination or expiration of these Terms: Sections 2, 3.2, 3.3, 5.2, 5.3, 7.3, 7.8, 8.3, 9, 10.7, 11, 12, 13, 14, 15.7, 16, 17, 20, 21, 22, 23, 24, 25.5, 26, 27, 28 (as to the version governing accrued Claims), 29, 31, 32, this Section 33, and Addendum A — together with every other provision that by its nature should survive, including every payment obligation accrued and every license granted to Skeduled.

Addendum A

This Addendum is part of these Terms. In the event of any conflict between this Addendum and any other provision of these Terms, this Addendum controls.

A1. Cancellation by Call

Subscriptions are cancelled through a short cancellation call. By subscribing, you agree that cancelling your plan requires booking and attending a cancellation call with our team. Your plan remains active until the call is completed.

The call works like this:

Booking is self-service and available at all times through your Account at skeduled.app/pages/cancel. There is no fee to cancel and no minimum term.
Your cancellation will be honored when you request it on the call. We may ask questions and we may offer alternatives, but accepting an alternative is never a condition of cancelling.
If no call slot is available within five (5) business days of your booking attempt, or if we fail to attend a call you booked, your cancellation will be processed without a call, effective as of the date you first attempted to book.
You will never pay extra for scheduling delay that is not your doing. If a renewal is charged between the date you booked the earliest available call and the date that call is completed, and you attend that call and cancel, that renewal charge will be refunded.
Where applicable law requires that we permit cancellation without a call, you may cancel by emailing team@skeduled.app from the email address on your Account, and we will process the cancellation within two (2) business days.

To the extent of any conflict, this Section A1 supersedes: the "How to cancel" bullet in Section 6.2; Section 8.1; the words "instant" and "self-service" in Section 8.4; Section 12.6(e), which is restated as: "You had a no-cost cancellation path (Section A1), a mandatory no-cost dispute-resolution path (Section 12.1), and a no-fee cure window (Section 12.4)"; and the final sentence of Section 20.3. All other provisions of Sections 6, 8, 12, and 20 — including Section 8.2 (cancellation takes effect at the end of the current paid billing period), Section 8.3, and Section 8.4's rule that a Dispute is not a cancellation method — remain in full force.

A2. Promotional Credits and Discount Codes

We may issue promotional credits, discount codes, free or included appointments, batch-goal appointments, and referral rewards ("Credits"). Credits: (a) have no cash value and are not redeemable for cash; (b) are one-time use, non-transferable, and personal to the Account they were issued to; (c) apply only up to the price of the applicable purchase — any excess value is forfeited without refund or credit; (d) may carry an expiration date, and may be revoked or invalidated where we determine fraud, abuse, self-referral, or breach of these Terms; (e) may be modified or discontinued at any time, in our sole discretion. A purchase completed using a Credit is a Delivered purchase under Section 9 in every respect, and Sections 11 and 12 apply to it in full.

A3. Referral Program

We may offer rewards for referring new customers. A referral reward is earned only when, as reflected in our records, the referred customer completes signup through your referral link and makes their first payment. Self-referrals, duplicate or alias accounts, and coordinated or fraudulent signups do not qualify. Rewards are Credits under Section A2. We may audit, withhold, or reverse any reward obtained through fraud or abuse, and may modify, suspend, or end the referral program at any time. Referral counts, link statistics, and reward determinations are made from our records, which control.

A4. Partner-Provided Subscriptions

Some customers subscribe through an authorized Skeduled partner, at partner-specific pricing and branding presented at signup. These Terms govern your access to and use of the Service in all cases, regardless of the branding or price presented. The subscription price presented to you at your checkout controls over any amount stated in Sections 6 and 7, and all references in these Terms to "$97.00 per month" are deemed to refer to that presented price.

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