Last Modified Date: October 20, 2026.

This Skedda Terms of Service (“Agreement”) is between Skedda, Inc., a Delaware corporation (“Skedda”), and the entity or person creating or accessing the Services (“Venue” or “you”). If you accept this Agreement on behalf of an organization, you represent that you are authorized to bind it, and “Venue” and “you” refer to that organization. Venue represents that it is using the Services for business, professional, or organizational purposes and not as a consumer for personal, family, or household purposes.

Skedda and AllBooked are brands of Skedda, Inc. References in this Agreement to Skedda, the Services, Skedda Apps, Skedda APIs, Skedda Code, and the Skedda Websites include their AllBooked-branded equivalents.

This Agreement governs Venue’s use of the Services and all purchases under any Order Form referencing it. The “Effective Date” is the earlier of (a) Venue’s first access to any Service through any online provisioning, registration, or order process or (b) the effective date of the first Order Form referencing this Agreement.

BY ACCEPTING THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES. THIS AGREEMENT INCLUDES A WAIVER OF JURY TRIAL AND OF CLASS ACTIONS (SECTION 14.3).

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“Administrator” means an employee of Venue or its Affiliate, or an independent contractor of either who is not a Skedda competitor (“Contractor”), with full administrative permissions to the Services.

​“Affiliate” means any entity controlled by Venue through ownership of more than 50% of its voting securities.

​“Dashboard” means Skedda’s user interface for accessing and administering the Services, via web or Skedda Apps.

​“Documentation” means the technical and user documentation for the Services hosted at https://support.skedda.com.

​“Order Form” means any Skedda ordering document, online registration, order description, or order confirmation referencing this Agreement that specifies the applicable Service plan, Subscription Term interval, and fees.

​“Privacy Policy” means the Skedda Privacy Policy found at https://support.skedda.com/legal/privacy-policy-for-venues.

​“Sensitive Personal Information” means any of the following: (i) payment-card account data subject to PCI DSS; (ii) protected health information regulated by HIPAA; (iii) government-issued identification numbers (such as Social Security, passport, or driver’s license numbers) and bank or other financial account numbers; and (iv) data concerning an individual’s health, genetic or biometric data, racial or ethnic origin, religious beliefs, sexual orientation, or criminal history, to the extent such data is specifically collected about that individual (for example, through custom fields, booking notes, or attachments). Sensitive Personal Information does not include (a) information that is incidental to ordinary booking activity, such as the identity of the Venue or the type of space, service, or appointment booked, or (b) account credentials used to access the Services.

​“Services” means Skedda’s software-as-a-service booking solution(s) described in the applicable Order Form, including the Dashboard, Skedda’s mobile and desktop applications (“Skedda Apps”), its APIs, webhooks, and developer endpoints (“Skedda APIs”), and its embeddable scripts, snippets, and SDKs (“Skedda Code”).

​“Skedda Websites” means skedda.com, allbooked.com, their subdomains, and any other website controlled by Skedda.

​“Subscription Term” means the initial or renewal subscription period (monthly or annual) during which Venue may use the applicable Services, as specified in the applicable Order Form.

​“Third-Party Platform” means any product, service, or data source not provided by Skedda that integrates with the Services.

​“Users” means Administrators and all other individuals who use the Services through Venue’s account, including Venue’s end users and visitors to Venue’s booking site hosted on a Skedda Website (the “Venue Account”) or to any Venue-operated website that embeds the Services (a “Venue Website”).

​“Venue Data” means all data, including personal data, submitted to the Services by or on behalf of Venue or its Users (including from Third-Party Platforms) or collected about Users through the Services, including booking information.

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2.1. Access and Use. During the Subscription Term, Venue may use the Services solely for its own benefit, in accordance with this Agreement, the Documentation, and any scope-of-use limits in the Order Form, and may permit Users to do the same. Venue may permit its Contractors and its Affiliates’ employees and Contractors to act as Administrators for Venue’s benefit. User IDs are issued to named individuals and may not be shared. Venue will keep all API keys, user IDs, and passwords confidential, is responsible for all actions taken under its accounts and credentials, will promptly remove access for any Administrator who is no longer its employee or Contractor, and is responsible for its Users’ compliance with this Agreement (including any third-party terms governing credentials, such as Google sign-in).

​2.2. Skedda Apps and Skedda Code. Subject to this Agreement, Skedda grants Venue a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to use the Skedda Apps and to copy the Skedda Code onto the Venue Website, in each case solely in connection with Venue’s use of the Services and in accordance with the Documentation. Skedda is not responsible for any impairment of the Services caused by changes Venue makes to the Venue Website.

​2.3. Restrictions and Acceptable Use. Venue may use the Services to manage and offer bookings of its spaces, facilities, and related services to Users, including external customers. Otherwise, except as expressly permitted by this Agreement, Venue will not, and will ensure its Users do not: (a) rent, lease, sublicense, resell, or provide the Services to a third party, incorporate them into any product or service for a third party, or otherwise commercially exploit them, including as managed service provider (MSP) services; (b) reverse engineer, decompile, or otherwise seek to obtain the source code or non-public APIs of the Services, except to the extent expressly permitted by applicable law and then only upon advance notice to Skedda; (c) copy, modify, or create derivative works of the Services or Documentation; (d) remove or obscure any proprietary notices, including “Powered by Skedda” or “Powered by AllBooked” designations; (e) disclose Skedda’s non-public technical information or confidential benchmarking results, use the Services for benchmarking, competitive analysis, or monitoring their availability or performance, use the Services or Skedda’s Confidential Information to build a competing product, or permit a direct competitor of Skedda to access the Services (other than as a User making ordinary bookings) without Skedda’s prior written consent (though nothing in this Agreement prohibits honest reviews, lawful reports to regulators, or other legally protected disclosures); (f) probe, scan, or test the vulnerability of the Services or breach their security or authentication measures, except as permitted by any vulnerability disclosure policy Skedda publishes; (g) use the Services to avoid fees or exceed usage limits; (h) use the Services to harass, threaten, defame, or otherwise violate the rights of any person, or for any unlawful purpose, including in violation of anti-spam, data protection, or privacy laws; (i) distribute malicious code through the Services or attempt to gain unauthorized access to Skedda’s systems, other customers’ accounts, or third-party systems; (j) interfere with, disrupt, or place excessive load on the Services, including through automated scripts or bots not permitted in the Documentation; or (k) enable anyone else to do any of the foregoing. Any breach of this Section 2.3 is a material breach of this Agreement.

​2.4. Skedda APIs. Skedda may limit API access (e.g., call or request limits) and may monitor and restrict Venue’s API usage if Skedda believes it breaches this Agreement, may harm the Services, or may expose Skedda to liability.

​2.5. Suspension. Skedda may suspend Venue’s or any User’s access to all or part of the Services, without liability, if Skedda reasonably believes that (a) Section 2.3 has been breached; (b) suspension is needed to prevent a security threat or harm to the Services, Skedda, or other customers; or (c) suspension is required by law, a Third-Party Platform, or a payment processor. Where practicable, Skedda will give advance notice, limit the suspension to what is reasonably necessary, and restore access promptly once the issue is resolved. Suspension for non-payment is governed by Section 7.4.

​2.6. Trial Subscriptions. If Venue receives free, trial, or evaluation access (a “Trial Subscription”), Venue may use the Services for the period Skedda specifies (the “Trial Period”) solely to evaluate whether to purchase a paid subscription. Trial Subscriptions may not include all features. If Venue does not purchase a paid subscription, its access will be suspended (no new bookings possible) at the end of the Trial Period. Skedda may end a Trial Subscription at any time. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SKEDDA HAS NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS FOR TRIAL SUBSCRIPTIONS.

​2.7. Modification of Services. Skedda reserves the right, in its sole discretion, to modify, add, discontinue, or deprecate any feature, functionality, or component of the Services at any time. For significant changes that materially reduce core functionality, Skedda will make commercially reasonable efforts to provide notice via the Dashboard or email to the primary contact associated with Venue’s account at least fifteen (15) days prior to implementation, except in exigent circumstances (e.g., critical security vulnerabilities, compliance requirements, or emergencies). Venue acknowledges that continued use of the Services following any modification constitutes acceptance of such modifications. If Venue does not agree to any modification, Venue’s sole remedy is to give notice of non-renewal under Section 7.1, effective at the end of the then-current Subscription Term. For clarity, no refund of pre-paid fees will be issued for any termination under this Section 2.7.

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3.1. Rights in Venue Data. As between the parties, Venue owns all rights in Venue Data. Venue grants Skedda a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of, and display Venue Data as necessary to (a) provide, maintain, support, and secure the Services; (b) analyze, troubleshoot, and improve the Services; (c) create Aggregated Anonymous Data under Section 3.5; (d) comply with law and enforce this Agreement; and (e) manage Venue's account and communicate with Venue about the Services.

​3.2. Storage of Venue Data. Skedda will store Venue Data and make it available through the Services in accordance with the Privacy Policy. Skedda agrees only that it will not intentionally delete Venue Data before the end of Venue’s Subscription Term, except (a) in accordance with retention settings configured by Venue, (b) in accordance with data-retention periods described in the Documentation, or (c) as requested by Venue or required by law.

​3.3. Venue Obligations.

​a) In General. Venue is solely responsible for the accuracy, content, and legality of Venue Data. Venue represents and warrants that it has all rights, consents, and permissions needed to collect, share, and use Venue Data as contemplated in this Agreement (including to grant the rights in Section 3.1), and that no Venue Data will violate (i) any third-party intellectual property, publicity, privacy, or other rights, (ii) applicable law, or (iii) any terms governing the Venue Website or Venue’s Third-Party Platform accounts. Where required by law, Venue must be able to demonstrate User consent to Skedda and any supervisory authority on request. Venue is responsible for Venue Data submitted by any User as if submitted by Venue.

​b) No Sensitive Personal Information. Venue will not submit Sensitive Personal Information to the Services, except for payment-card information entered directly into the designated payment processor’s hosted payment-entry controls as described in the Documentation. Venue acknowledges that Skedda is not a Business Associate or subcontractor as those terms are defined in HIPAA, that the Services are not HIPAA compliant, and that Venue must not use the Services in a manner that requires Skedda to enter into a Business Associate Agreement. Venue must not enter raw payment-card information into booking notes, custom fields, attachments, or other general-purpose areas of the Services, and acknowledges that the Services are not PCI DSS compliant for payment-card information entered by any such other means. Except to the extent such liability cannot lawfully be excluded, Skedda will have no liability under this Agreement for Sensitive Personal Information, notwithstanding anything to the contrary herein.

​c) Compliance with Laws. Venue will comply with all applicable laws in using the Services and will not use them for unsolicited advertising or marketing, including in violation of the Telephone Consumer Protection Act, the CAN-SPAM Act, or other anti-spam laws.

​d) Disclosures and Consents. If Venue embeds the Services on a Venue Website, Venue will maintain on it a privacy policy disclosing its use of third-party services, including Skedda, to collect and share User data, and will provide any cookie notices required by law. As between the parties, Venue is solely responsible for obtaining all notices, consents, and approvals from Users required by law.

​3.4. Indemnification by Venue. Venue will indemnify, defend, and hold harmless Skedda from and against any and all claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and costs) arising out of any claim relating to Venue Data, Venue’s use of the Services, or Venue’s breach or alleged breach of Section 3.3 (Venue Obligations). This indemnification obligation is subject to Venue receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for Venue to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all necessary cooperation of Skedda at Venue’s expense. Notwithstanding the foregoing sentence, (a) Skedda may participate in the defense of any claim by counsel of its own choosing, at its cost and expense and (b) Venue will not settle any claim without Skedda’s prior written consent unless the settlement fully and unconditionally releases Skedda and does not require Skedda to pay any amount, take any action, or admit any liability.

​3.5. Aggregated Anonymous Data. Notwithstanding anything to the contrary, Skedda may collect technical and other data about use of the Services and aggregate and de-identify it so that it does not constitute personal data under applicable Data Protection Laws (as defined in the DPA) and does not identify Venue or any User (“Aggregated Anonymous Data”), and may use Aggregated Anonymous Data for any business purpose during and after the term of this Agreement, including to operate and improve the Services and to produce industry benchmarks and similar reports. Skedda will maintain Aggregated Anonymous Data in de-identified form and will not attempt to re-identify it, except as applicable law permits. Skedda will not identify Venue as the source of any Aggregated Anonymous Data.

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Skedda will maintain commercially reasonable administrative, technical, and organizational measures designed to protect the Services and Venue Data against unauthorized access, use, alteration, or disclosure, as described in the Documentation and the DPA. Skedda is not responsible for unauthorized access resulting from the acts or omissions of Venue or its Users (including compromised credentials), transmission errors on networks Skedda does not control, or other causes beyond its reasonable control.

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By enabling an integration with a Third-Party Platform, Venue authorizes Skedda to access Venue’s account on that platform as needed to operate the integration. Venue is responsible for complying with each Third-Party Platform’s terms and maintaining its accounts in good standing. Skedda has no responsibility or liability for any Third-Party Platform or for Venue Data exported to one, and may modify or disable any integration at any time. This Agreement governs Venue’s use of the Services, including when accessed through a Third-Party Platform.

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6.1. Skedda Technology. Venue receives only a limited right to use the Services; no ownership rights are conveyed. Skedda and its suppliers retain all rights, title, and interest, including all intellectual property rights, in and to the Services, the Documentation, any professional services deliverables, all related technology, and all derivative works, modifications, and improvements of any of them, including any incorporating Feedback (collectively, “Skedda Technology”). Except as expressly stated in this Agreement, no rights in Skedda Technology are granted to Venue, and Venue has no right to a copy of any Service other than the Skedda Code and Skedda Apps in the form Skedda provides.

​6.2. Feedback. Skedda may freely use any comments, suggestions, or other feedback Venue provides about any Skedda product or service (“Feedback”), without obligation to Venue.

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7.1. Subscription Term, Renewals, and Fee Adjustments.

​a) Renewal and Non-Renewal. Each Subscription Term will automatically renew for a further period equal in length to the then-current Subscription Term unless Venue cancels in accordance with this Section 7.1 or Skedda provides notice of non-renewal. To cancel, Venue must give notice of non-renewal (i) for annual Subscription Terms, at least thirty (30) days before the expiration of the then-current Subscription Term, and (ii) for monthly Subscription Terms, at any time before the expiration of the then-current Subscription Term. Cancellation takes effect at the end of the then-current Subscription Term.

Notwithstanding Section 14.4, Venue may give notice of non-renewal by email to info@skedda.com or through any cancellation functionality made available in the Dashboard, and no postal notice is required. A cancellation email is effective when sent, provided the sender receives no delivery-failure notification, and a Dashboard cancellation is effective when submitted.

The “Termination Date” is (i) the date on which the current Subscription Term expires following Venue’s or Skedda’s notice of non-renewal; (ii) if Skedda is unable to provide the Services on an ongoing basis, such future date as Skedda specifies in written notice to Venue provided at least twenty (20) days in advance; or (iii) the effective date of any other termination of this Agreement. Venue may view subscription status at any time through its account settings.

​b) Standard Fee Adjustment. Skedda may increase subscription fees by a percentage not exceeding CPI plus three (3) percentage points (the “Standard Adjustment”), calculated on the subscription fees in effect immediately before the adjustment, as follows:

(1) Annual Subscription Terms. The Standard Adjustment may be applied at the start of any renewal Subscription Term, without further notice to Venue.

(2) Monthly Subscription Terms. The Standard Adjustment may be applied at the start of the first monthly Subscription Term commencing on or after each anniversary of the start of Venue’s paid subscription (the “Anniversary Date”), without further notice to Venue. Skedda may instead apply the Standard Adjustment at the start of a different monthly Subscription Term, provided that Skedda notifies Venue by email or through the Dashboard at least thirty (30) days before it takes effect.

(3) CPI. “CPI” means the percentage change over twelve (12) months in the Consumer Price Index for All Urban Consumers, All Items, U.S. City Average, not seasonally adjusted, published by the U.S. Bureau of Labor Statistics, using the most recently published figures available forty-five (45) days before the Standard Adjustment takes effect. A negative percentage change will be treated as zero. If that index is discontinued, Skedda may use its official successor or, if none exists, a substantially equivalent published index selected by Skedda.

​c) Increases Above the Standard Adjustment. Skedda may increase subscription fees for a renewal Subscription Term by more than the Standard Adjustment. An increase under this Section 7.1(c) replaces, and is not added to, any Standard Adjustment for the same renewal. If Skedda elects to apply such an increase, Skedda will notify Venue at least thirty (30) days in advance, and the increased fees will apply from the start of the renewal Subscription Term identified in Skedda’s notice, which will commence no earlier than thirty (30) days after the date of the notice. If Venue does not agree to the increase, Venue may terminate the subscription effective at the end of the then-current Subscription Term by giving notice of non-renewal within fifteen (15) days after the date of Skedda’s notice, notwithstanding any longer notice period that would otherwise apply under Section 7.1(a).

​d) Frequency. Skedda will not apply more than one subscription fee increase under Sections 7.1(b) and 7.1(c), taken together, in any twelve (12) month period, including any increase applied under a prior version of this Agreement. Changes in fees resulting from Venue adding or removing paid features, quantities, or usage at previously disclosed rates are not increases for purposes of this Section 7.1.

​e) Mandatory Requirements. Where required by applicable law, Skedda will provide renewal reminders, notices, and cancellation mechanisms in accordance with the requirements and timing of such law. Nothing in this Agreement limits a cancellation right or other protection that cannot lawfully be waived.

​f) Transition. This Section 7.1 applies to subscriptions first purchased on or after October 20, 2026, from the beginning of their initial Subscription Term. For all other subscriptions, this Section 7.1 applies from November 20, 2026 and replaces the renewal, renewal-notice, and fee-increase provisions of the previously applicable agreement from that date, provided that Skedda has notified Venue of this change at least thirty (30) days before that date; if Skedda has not done so, this Section 7.1 applies from the date thirty (30) days after Skedda’s notice. For any Subscription Term in effect on the date this Section 7.1 first applies to Venue, Venue may give notice of non-renewal at any time before that Subscription Term expires, and the thirty (30) day notice period in Section 7.1(a)(i) will not apply to that term. This Section 7.1(f) does not override an individually negotiated pricing or renewal commitment.

​7.2. Fees, Payment, and Taxes. Fees are as set forth in the applicable Order Form, as adjusted under Section 7.1, and are payable in U.S. Dollars by Credit Card under Section 7.3 unless the Order Form provides for invoicing. Invoices are due within thirty (30) days of the invoice date unless the Order Form states otherwise, and overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Except as expressly set forth in this Agreement, all fees are non-refundable; however, if the Termination Date occurs because Skedda is unable to provide the Services on an ongoing basis as described in Section 7.1(a), Skedda will refund any pre-paid fees for the period after the Termination Date. Fees exclude all sales, use, GST, value-added, withholding, and similar taxes other than taxes on Skedda’s income (“Taxes”). Venue is responsible for all Taxes on its purchases, and Skedda will invoice any Taxes it is required to collect unless Venue provides a valid exemption certificate. If Venue is required by law to withhold any Taxes from a payment, Venue will increase the payment so that Skedda receives the full amount invoiced. Venue is responsible for any currency-exchange or foreign transaction fees charged by its bank or card issuer.

​7.3. Payment Via Credit Card. If Venue pays by credit card, debit card, or other payment card (“Credit Card”), the following terms apply:

1. Recurring Billing Authorization. By providing Credit Card information and agreeing to purchase any Services, Venue hereby authorizes Skedda (or its designee) to automatically charge Venue’s Credit Card on the same day of every month for monthly Subscription Terms (or the closest prior date, if there are fewer days in a particular month), or on the same day of every year for annual Subscription Terms (or the closest prior date, if there are fewer days in a particular month in a particular year). Venue hereby authorizes Skedda (or its designee) to automatically charge all fees accrued as of that date (if any) in accordance with the applicable Order Form. This authorization extends to the initial Subscription Term and to each renewal Subscription Term, including fees as adjusted by the Standard Adjustment or by any increase notified under Section 7.1, and continues until Venue cancels in accordance with Section 7.1. Venue acknowledges and agrees that the amount billed and charged each month may vary depending on Venue’s use of the Services, particularly if the Venue activates or deactivates additional paid features. If Venue adds paid features during a Subscription Term, any fees are prorated and are charged at the next invoice date. The amount of Venue’s upcoming subscription invoice, including prorated charges due to feature or usage modifications and any adjustment under Section 7.1, can be viewed at all times in the Your Plan page of the Dashboard settings area.

2. Invalid Payment. If a payment fails for any reason, Venue remains responsible for the unpaid amount, and Skedda may (i) invoice Venue directly, (ii) charge the Credit Card once Venue updates it, or (iii) terminate this Agreement under Section 8.2.

3. Termination of Recurring Billing. Venue may cancel automatic renewal in accordance with Section 7.1. Cancellation prevents renewal and takes effect at the end of the applicable Subscription Term; it does not by itself end the current Subscription Term early. Mandatory cancellation rights under applicable law remain unaffected. If Venue does not purchase a paid subscription following the Trial Period, access will be suspended as described in Section 2.6.

4. Payment of Outstanding Fees. Upon termination or expiration, Skedda will charge Venue’s Credit Card (or invoice Venue) for any outstanding fees for use of the Services during the Subscription Term, and will make no further charges after that.

​7.4. Suspension for Non-Payment. If any Credit Card payment is three (3) or more days overdue, or any invoice remains unpaid ten (10) days after Skedda notifies Venue that it is overdue, Skedda may, in addition to its other remedies, suspend Venue’s access to the Services (no new bookings possible) without liability until all overdue amounts are paid.

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8.1. Term. This Agreement is effective as of the Effective Date and expires on the Termination Date as defined in Section 7.1.

​8.2. Termination for Cause. Either party may terminate this Agreement (including all Order Forms) if the other party (a) fails to cure a material breach (including non-payment) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) becomes subject to any bankruptcy, receivership, creditors’ arrangement, or comparable proceeding that, if instituted against it, is not dismissed within sixty (60) days.

​8.3. Effect of Termination. Upon expiration or termination, Venue will stop using the Services and delete (or, at Skedda’s request, return) all Documentation, Skedda access credentials, and other Skedda Confidential Information in its possession. Venue is responsible for exporting any Venue Data it wishes to keep, using the Services’ export functionality, before the Termination Date. Skedda is not required to provide access or exports after the Termination Date but may agree to do so for a reasonable fee. After the Termination Date, Skedda will delete Venue Data in accordance with the Documentation, the Privacy Policy, and the DPA. If Skedda terminates this Agreement under Section 8.2 for Venue’s breach, all fees for the remainder of the then-current Subscription Term become immediately due. Unless this Agreement was terminated for Venue’s breach, Venue may keep internal copies of reports exported before termination. Except where an exclusive remedy is specified, exercising any remedy, including termination, is without prejudice to any other remedies.

​8.4. Survival. Any provision that by its nature is intended to survive expiration or termination will survive, including Sections 2.3, 3.4, 3.5, 6, 7 (as to amounts accrued or payable), 8, 9.2, 10, 12, 13, and 14.

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9.1. Limited Warranty. Skedda warrants, for Venue’s benefit only, that each Service will operate in substantial conformity with the Documentation. Skedda’s sole liability, and Venue’s exclusive remedy, for breach of this warranty is for Skedda to use commercially reasonable efforts to correct the reported non-conformity at no charge or, if Skedda determines that is impracticable, for either party to terminate the affected Subscription Term, in which case Venue will receive a refund of pre-paid fees for the terminated portion. This warranty does not apply (i) unless Venue makes a claim within thirty (30) days after first noticing the non-conformity, (ii) if the error was caused by misuse, unauthorized modifications, or third-party hardware, software, or services, or (iii) to Services provided on a no-charge, trial, or evaluation basis.

​9.2. Warranty Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 9.1, THE SERVICES ARE PROVIDED “AS IS,” AND SKEDDA AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SKEDDA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT IT WILL REVIEW VENUE DATA FOR ACCURACY, OR THAT IT WILL PRESERVE VENUE DATA WITHOUT LOSS OR CORRUPTION. SKEDDA IS NOT LIABLE FOR THE RESULTS OF COMMUNICATIONS SENT OR NOT SENT THROUGH THE SERVICES, OR FOR DELAYS, INTERRUPTIONS, OR FAILURES INHERENT IN THE INTERNET, THIRD-PARTY PLATFORMS, OR OTHER SYSTEMS OUTSIDE ITS REASONABLE CONTROL. ANY STATUTORY WARRANTIES THAT CANNOT BE DISCLAIMED ARE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

​9.3. Beta Features. Features Skedda offers on a beta, early access, or pre-release basis (“Beta Features”) are for evaluation only, may be subject to additional terms, and may be discontinued at any time. BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, AND ARE EXCLUDED FROM ANY INDEMNITY OR SUPPORT COMMITMENTS.

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Skedda uses Stripe Connect and its affiliates (“Stripe”) to provide payment collection, fund routing, and payouts (“Payment Processing Services”). By using the Payment Processing Services, Venue agrees to the Stripe Services Agreement, including the Connected Account Agreement (the “Stripe Terms”), as updated by Stripe from time to time, and authorizes Skedda to facilitate the creation of a Stripe Connect account on its behalf, share necessary account information with Stripe, and enable payments between Venue and its Users. Skedda may change or add payment processors on notice via the Dashboard or email, and Venue’s continued use of the Payment Processing Services will be subject to the replacement processor’s terms.

Stripe, not Skedda, is the payment processor. Skedda disclaims all liability for payment authorizations, declines, chargebacks, fees, disputes, and other aspects of payment processing, and although it may help coordinate with Stripe, it is not responsible for Stripe’s decisions. Venue is solely responsible for all chargebacks, disputes, and refunds for transactions with its Users.

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11.1. Privacy Policy. Skedda will safeguard the privacy and confidentiality of Venue Data, including personal information about Users, in accordance with this Agreement and the Privacy Policy.

​11.2. Data Processing Addendum. Skedda’s Data Processing Addendum published at https://www.skedda.com/data-processing-addendum (the “DPA”) applies automatically, without signature, to Skedda’s processing on Venue’s behalf of personal data subject to European Data Protection Laws or US State Privacy Laws (each as defined in the DPA). For all other personal data, the DPA applies if Venue executes it through Skedda’s online DPA process or otherwise. If the parties have executed a DPA, whether through that process or otherwise and including any earlier version, the executed DPA governs from its effective date in place of any incorporated version. Otherwise, the applicable version of the incorporated DPA is determined under the DPA’s own terms or, if the DPA does not specify, is the version in effect on the date Venue accepted this Agreement or, if later, the date on which the most recent update to this Agreement took effect under Section 14.14.

​11.3. Precedence. The DPA prevails over this Agreement and the Privacy Policy to the extent of any conflict with respect to the processing of personal data.

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12.1. Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS) SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

​12.2. Liability Cap. SKEDDA’S AND ITS SUPPLIERS’ ENTIRE LIABILITY TO VENUE ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY VENUE TO SKEDDA UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR CLARITY, THIS SECTION 12.2 APPLIES TO EXCLUDED CLAIMS.

​12.3. Excluded Claims. “Excluded Claims” means any claim arising (a) from Venue’s breach of Section 2.3 (Restrictions and Acceptable Use); (b) from Venue’s breach of Section 3.3 (Venue Obligations) or under Section 3.4 (Indemnification by Venue); or (c) from a party’s breach of Section 13 (Confidential Information) (excluding claims arising from operation or non-operation of any Service).

​12.4. Application. This Section 12 applies regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and even if any limited remedy fails of its essential purpose.

​12.5. Time Limit on Claims. Except for claims to collect unpaid fees, and to the extent a longer period cannot be waived under applicable law, any claim arising out of or related to this Agreement must be brought within one (1) year after it arises, or it is permanently barred.

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“Confidential Information” means all business, technical, and financial information, including code, inventions, and know-how, that one party (the “Disclosing Party”) discloses to the other (the “Receiving Party”) and that is marked confidential or should reasonably be understood to be confidential. Skedda Technology and non-public performance information about the Services are Skedda’s Confidential Information. The Receiving Party will not disclose Confidential Information to third parties or use it except to perform its obligations and exercise its rights under this Agreement, but may share it with employees, agents, contractors, and other representatives (including Skedda’s subcontractors) who need to know it and are bound by confidentiality obligations at least as protective as this Section, remaining responsible for their compliance.

These obligations do not apply to information that the Receiving Party can show (i) it rightfully knew before receipt, (ii) is or becomes public through no fault of the Receiving Party, (iii) it rightfully received from a third party without a duty of confidentiality, or (iv) it independently developed without access to the Confidential Information. The Receiving Party may disclose Confidential Information as required by law or court order, provided it gives advance notice where legally permitted and cooperates in any effort to obtain confidential treatment.

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14.1. Assignment. Neither party may assign this Agreement without the other’s prior written consent, except that either party may assign it in connection with a merger, reorganization, acquisition, or transfer of all or substantially all of its assets or voting securities. Any other attempted assignment is void. This Agreement binds and benefits each party’s permitted successors and assigns.

​14.2. Severability. If any provision of this Agreement is held unenforceable or invalid, it will be limited to the minimum extent necessary, and the rest of this Agreement will remain in effect.

​14.3. Governing Law; Disputes.

​a) Governing Law and Jurisdiction. This Agreement is governed by Delaware law, without regard to conflict of laws principles, and the U.N. Convention on Contracts for the International Sale of Goods does not apply. The state and federal courts located in Delaware have exclusive jurisdiction over any dispute arising out of or relating to this Agreement or the Services, whether in contract, tort, or otherwise (a “Dispute”), and each party consents to their personal jurisdiction.

​b) Informal Resolution. Before filing any claim (other than for injunctive or equitable relief), the complaining party will give the other written notice describing the Dispute, and the parties will negotiate in good faith for thirty (30) days to resolve it.

​c) Jury Trial and Class Action Waiver. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY DISPUTE. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

​d) Equitable Relief. A breach of Section 2.3 or Section 13 may cause irreparable harm for which damages would be inadequate. Notwithstanding Sections 14.3(a) and (b), either party may seek injunctive or other equitable relief in any court of competent jurisdiction, without proof of actual damages or posting of bond to the extent permitted by law.

​14.4. Notice. Notices under this Agreement must be in writing. Notices to Skedda must be emailed to info@skedda.com and sent to Skedda, Inc., Attn: Legal Department, PMB 2510, 3839 McKinney Ave., Suite 155, Dallas, TX 75204, United States of America. Notices to Venue will be sent to the primary contact email address on Venue’s account (or another address Venue designates in writing) or, where physical notice is required, to Venue’s billing address on file. Either party may update its notice details by notice to the other. Notices are deemed received on delivery if given by hand, on the next business day if sent by overnight courier, on the second business day after mailing if sent by registered or certified mail, and on the next business day after sending if sent by email (provided no delivery-failure notification is received).

​14.5. Amendments; Waivers. Except as provided in Section 14.14, no amendment of this Agreement is binding unless in writing and signed by authorized representatives of both parties, and individually negotiated Order Forms and signed amendments are not subject to change under Section 14.14. No waiver is effective unless in writing and signed by the waiving party. No purchase order or other Venue business form will modify this Agreement, and any such document has no legal effect.

​14.6. Entire Agreement; Order of Precedence. This Agreement, including each Order Form and the DPA, is the parties’ entire agreement regarding its subject matter and supersedes all prior agreements and communications on that subject. Venue’s purchase of the Services is not contingent on the delivery of any future functionality or features, or dependent on any oral or written statements by Skedda regarding future functionality or features, except as expressly stated in an Order Form signed by both parties. If Venue and Skedda have signed a separate written agreement governing Venue’s use of the Services (such as a master subscription agreement), that agreement governs, and this Agreement applies only to the extent it does not conflict. Otherwise, in the event of a conflict: (a) the DPA prevails as described in Section 11.3; (b) an Order Form prevails as to the Service plan, quantities, Subscription Term interval, and fees it specifies, which remain subject to Section 7.1 unless the Order Form expressly provides otherwise; (c) any other Order Form term prevails only if the Order Form is signed by both parties and expressly states that it modifies this Agreement; and (d) otherwise, this Agreement prevails. This Agreement will be construed as if drafted jointly by the parties.

​14.7. Force Majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, such as strikes, war, terrorism, riots, natural disasters, failures of power or telecommunications networks, or government action.

​14.8. Subcontractors. Skedda may use subcontractors in providing the Services and remains responsible for the performance of its obligations under this Agreement.

​14.9. Legal Requests. Skedda may disclose Venue Data as required by law, subpoena, or court order, and will use commercially reasonable efforts to notify Venue where permitted.

​14.10. Independent Contractors. The parties are independent contractors, and neither may bind the other. This Agreement creates no partnership, joint venture, employment, franchise, or agency relationship.

​14.11. Export Controls and Sanctions. Venue will comply with all applicable export control and economic sanctions laws in using the Services. Venue represents that neither it nor any of its Affiliates is identified on, or owned or controlled by any person identified on, any U.S. or other applicable government restricted-party list, including the U.S. Treasury Department’s Specially Designated Nationals List, or is located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions. Venue will not knowingly permit any User to access or use the Services in violation of any export control or sanctions law.

​14.12. U.S. Government End Users. The Services and Documentation are “commercial products,” “commercial computer software,” and “commercial computer software documentation” under the FAR and DFARS. U.S. government users receive only the rights granted in this Agreement, consistent with FAR 12.212 and DFARS 227.7202, as applicable.

​14.13. Customer References. Skedda may identify Venue as a customer and use Venue’s name, logo, and trademarks in its marketing materials, including its websites, presentations, customer lists, blog posts, and press releases, and Venue grants Skedda a limited, non-exclusive, revocable license for that purpose. Any case study or testimonial featuring Venue is subject to Venue’s prior approval. Venue may opt out by written notice to info@skedda.com.

​14.14. Changes to Agreement. Skedda may update or modify this Agreement (including these online terms) from time to time by posting the revised version on the Skedda Websites. Skedda will provide at least thirty (30) days’ advance notice of any material changes via email to the primary contact associated with Venue’s account or through a notice in the Dashboard. The revised Agreement will include an updated “Last Modified” date. Venue’s continued use of the Services after the effective date of any such modification constitutes Venue’s acceptance of the updated Agreement. If Venue does not agree to the updated terms, Venue may cease using the Services and terminate this Agreement by providing written notice to Skedda, effective at the end of the then-current Subscription Term. For clarity, no refund of pre-paid fees will be issued for any termination under this Section 14.14. Changes will not apply retroactively to an existing dispute or accrued claim. This Section 14.14 applies to these online terms of service only; individually negotiated Order Forms and any mutually executed amendments thereto are governed by Section 14.5.