Terms and Conditions for Venues

This Skedda Terms of Service (“Agreement”) is entered into by and between the Skedda entity set forth below (“Skedda”), acting through its Skedda Brands defined herein, and the entity or person creating and accessing Skedda Services (“Venue” or “you”). If you are accessing or using the Services on behalf of your organization, you represent that you are authorized to accept this Agreement on behalf of your organization, and all references to “Venue” or “you” reference your organization.

This Agreement permits Venue to subscribe to and optionally purchase online software-as-a-service products and other services from Skedda pursuant to any Skedda ordering documents, online registration, order descriptions, or order confirmations referencing this Agreement (“Order Form(s)”) and sets forth the basic terms and conditions under which those products and services will be delivered. This Agreement will govern Venue’s initial use on the Effective Date as well as any future use and purchases made by Venue that reference this Agreement.

The “Effective Date” of this Agreement is the date which is the earlier of (a) Venue’s initial access to any Service (as defined below) through any online provisioning, registration, or order process or (b) the effective date of the first Order Form referencing this Agreement.

As used in this Agreement, “Skedda” means Skedda, Inc., a Corporation established in Delaware, United States of America.

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT. THIS AGREEMENT CONTAINS MANDATORY ARBITRATION PROVISIONS THAT REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN COURT HEARINGS. PLEASE READ IT CAREFULLY.

“Administrator” means an employee or Contractor of Venue or its Affiliate with full admin permissions per Documentation to access the Service.

​“Affiliate” means any entity under the control of Venue (>50% voting securities ownership).

​“Contractor” means an independent contractor/consultant who is not a Skedda competitor.

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

​“Documentation” means the technical and user documentation provided with the Services, hosted on https://support.skedda.com.

​“Feedback” means comments, questions, suggestions, or other feedback relating to any Skedda product or service, whether branded as Skedda or AllBooked.

​“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. In the event of a conflict between an Order Form and this Agreement, the Order Form shall control solely with respect to the Service plan, Subscription Term interval, and fees specified therein; this Agreement shall control in all other respects.

​“Laws” means all applicable local, state, federal, and international laws, regulations, and conventions, including those related to data privacy and data transfer, international communications, and the exportation of technical or personal data.

​“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) credit, debit or other payment card data subject to PCI DSS; (ii) patient, medical or other protected health information regulated by HIPAA; or (iii) any other personal data of an EU citizen deemed to be in a “special category” (as identified in GDPR (EU) 2016/679 or any successor directive or regulation).

​“Services” means Skedda’s proprietary software-as-a-service solution(s), whether branded as Skedda or AllBooked, and including the Dashboard, Skedda APIs, Skedda Code, and Skedda Apps, as described in the applicable Order Form.

​“Skedda App” means any mobile application or desktop client software included in the applicable Service that is made available by Skedda, whether branded as AllBooked or Skedda.

​“Skedda APIs” means any application programming interface, webhook, or developer-accessible endpoint made available by Skedda as part of the Services, which may be branded as either “Skedda APIs” or “AllBooked APIs” depending on which brand the Venue is using to access the Services.

​“Skedda Brands” means the Skedda and AllBooked brands, including their associated marketing websites (e.g., skedda.com, allbooked.com) and any additional brands or websites operated under Skedda, Inc.

​“Skedda Code” means any JavaScript or HTML snippets, embed scripts, or SDKs provided by Skedda for integration into the Venue Website, which may be branded as either “Skedda Code” or “AllBooked Code”, depending on which brand the Venue is using to access the Services.

​“Skedda Websites” means any website or web subdomain controlled by Skedda, Inc., including but not limited to skedda.com, allbooked.com, and their subdomains.

​“Taxes” means any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Skedda. All fees are exclusive of Taxes. Venue is responsible for paying all Taxes associated with its purchases under this Agreement. If Skedda is obligated to collect or pay Taxes, the Taxes will be invoiced to Venue and Venue will pay such Taxes, unless Venue provides Skedda with a valid tax exemption certificate authorized by the appropriate taxing authority.

​“Third-Party Platform” means any software, software-as-a-service, data sources, or other products or services not provided by Skedda that are integrated with Services as described in the Documentation.

​“Users” means all individual user accounts listed on the users page of the Venue Account, the Venue’s administrators, the Venue’s end users (“venue users”), the Venue’s potential users, and other users of and visitors to the Venue Account and Venue Website.

​“Venue Account” means the Venue’s hosted website with a unique subdomain on a Skedda Website (e.g., myvenue.skedda.com or myvenue.allbooked.com), including all its URLs and pages, which Venue uses as a booking platform.

​“Venue Data” means any data of any type that is submitted to the Services by or on behalf of Venue, including without limitation: (a) data submitted, uploaded, or imported to the Services by Venue or Users (including from Third Party Platforms) and (b) data provided by or about Users (including booking information) that are collected from the Venue using the Services. Venue Data includes any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

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

​“Venue Website” means the Venue’s own independent website not managed, owned, or hosted by Skedda.

2.1. Services Overview. The Services offered under the Skedda Brands are software-as-a-service solution(s) offered to subscribing Venues through a single platform. The Services are designed to enable Venue to manage bookings with Users through the entire lifecycle of their relationship with Venue and to provide a Dashboard for accessing and managing booking information and Venue Data regarding those Users. Management of bookings may be done in large part in a self-service manner directly by Users through the Services. Venue may export Venue Data between the Services and certain Third-Party Platforms through supported integrations.

​2.2. Provision of Services. Each Service is provided on a renewing subscription basis until termination with respect to Section 8.

​2.3. Access to Services. Venue may access and use the Services solely for its own benefit and in accordance with the terms and conditions of this Agreement, the Documentation, and any scope of use restrictions designated in the applicable Order Form. Use of and access to the Services is permitted for Users. If Venue is given API keys or passwords to access the Services on Skedda’s systems, Venue will require that all Administrators keep API keys, user ID and password information strictly confidential and not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. If Users are accessing the Services using credentials provided by a third party (e.g., Google), then Users will comply with all applicable terms and conditions of such third party regarding provisioning and use of such credentials. Venue will be responsible for any and all actions taken using Venue’s API keys, accounts, and passwords. If any Administrator who has access to a user ID is no longer an employee (or Contractor, as set forth below) of Venue, then Venue will immediately delete such user ID and otherwise terminate such Administrator’s access to the Service.

​2.4. Skedda Apps. To the extent Skedda provides Skedda Apps for use with the Services, subject to all of the terms and conditions of this Agreement, Skedda grants to Venue a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term to use the object code form of the Skedda Apps internally, but only in connection with Venue’s use of the Service and otherwise in accordance with the Documentation and this Agreement.

​2.5. Deployment of Skedda Code. Subject to all of the terms and conditions of this Agreement, Skedda grants to Venue a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term to copy the Skedda Code in the form provided by Skedda on Venue Website solely to support Venue’s use of the Service and otherwise in accordance with the Documentation and this Agreement. Venue may implement Skedda Code on the Venue Website in order to enable embedding of the Skedda Service on the Venue Website, and in such cases will implement all Skedda Code in strict accordance with the Documentation and other instructions provided by Skedda. Venue acknowledges that any changes made to the Venue Website after initial implementation of Skedda Code may cause the Services to cease working or function improperly and that Skedda will have no responsibility for the impact of any such Venue changes.

​2.6. Contractors and Affiliates. Venue may permit its Contractors and its Affiliates’ employees and Contractors to serve as Administrators, provided Venue remains responsible for compliance by such individuals with all of the terms and conditions of this Agreement, and any use of the Services by such individuals is for the sole benefit of Venue.

​2.7. General Restrictions. Venue will not (and will not permit any third party to): (a) rent, lease, provide access to, or sublicense the Services to a third party; (b) use the Services to provide, or incorporate the Services into, any product or service provided to a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to Skedda); (d) copy or modify the Services or any Documentation, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Services, including the “Powered by Skedda” or “Powered by AllBooked” designations and notices on any reports or data printed from the Services; (f) publicly disseminate information regarding the performance of the Services; (g) access the Services for purposes of monitoring availability, performance, or functionality, or for benchmarking or competitive analysis; (h) attempt to probe, scan, penetrate, or test the vulnerability of the Services or to breach the security or authentication measures, regardless of Venue’s motives or intent; (i) use Skedda’s Confidential Information or create derivative works of the Services to develop any products, services, or technologies that compete with the Services; (j) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas; or (k) commercially exploit the Services in any way, including by offering them as managed service provider (MSP) services, except as specifically permitted under this Agreement.

Any such forbidden use shall be deemed a material breach of this Agreement. Venue acknowledges that the Services contain trade secrets and proprietary information of Skedda and its licensors, and that any actual or threatened breach of this Section would constitute immediate, irreparable harm to Skedda for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available, Skedda will be entitled to seek injunctive relief against such breach or threatened breach, without proof of actual damages or posting of bond.

​2.8. Skedda APIs. If Skedda makes access to any APIs available as part of the Services, Skedda reserves the right to place limits on access to such APIs (e.g., limits on number of calls or requests). Further, Skedda may monitor Venue’s usage of such APIs and limit the number of calls or requests Venue may make if Skedda believes that Venue’s usage is in breach of this Agreement or may negatively affect the Services (or otherwise impose liability on Skedda).

​2.9. Trial Subscriptions. If Venue receives free access or a trial or evaluation subscription of the Service (a “Trial Subscription”), then Venue may use the relevant features of the Services in accordance with the terms and conditions of this Agreement for a Skedda-specified period (the “Trial Period”). Trial Subscriptions are permitted solely for Venue’s use to determine whether to purchase a paid subscription to the Services. Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription Term. If Venue does not enter into a paid Subscription Term, Venue’s access and use of the Services will be suspended (no new bookings possible) at the end of the Trial Period. Skedda has the right to terminate a Trial Subscription at any time for any reason. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SKEDDA WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS.

​2.10. 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 terminate this Agreement per Section 8, 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 2.10.

​2.11. Acceptable Use Policy. Venue shall use the Services solely for legitimate business purposes in accordance with this Agreement. Venue shall not, and shall ensure that its Users do not: (a) use the Services to harass, abuse, stalk, threaten, defame, or otherwise infringe or violate the rights of any third party; (b) distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other malicious code or items of a destructive or deceptive nature through the Services; (c) interfere with, disrupt, or create an undue burden on the Services or networks connected to the Services; (d) attempt to gain unauthorized access to Skedda’s systems, other Venue accounts, or third-party systems through the Services; (e) use automated scripts, bots, or other techniques to access the Services for any purpose other than as expressly allowed in the Documentation; (f) create excessive load or traffic that could disrupt or adversely impact the Services or other Venues; (g) use the Services to engage in any activities that violate applicable laws, including anti-spam, data protection, or privacy laws; or (h) encourage or enable any other individual to do any of the foregoing. Skedda reserves the right to investigate and take appropriate action, including but not limited to suspending or terminating Venue’s access to the Services, if Skedda believes that Venue has violated this Section. Venue will cooperate with any such investigation. The foregoing remedies are in addition to any other remedies Skedda may have at law or in equity.

3.1. Rights in Venue Data. As between the parties, Venue will retain all rights, title, and interest (including any and all intellectual property rights) in and to the Venue Data as provided to Skedda. Subject to the terms of this Agreement, Venue hereby grants to Skedda a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of, and display the Venue Data solely to the extent necessary to provide the Services to Venue.

​3.2. Storage of Venue Data. Skedda will store Venue Data and make such data available through the Services on behalf of Venue in accordance with the Privacy Policy. Skedda agrees only that it will not intentionally delete any Venue Data from any Service prior to termination of Venue’s applicable Subscription Term, with the following exceptions:

Old booking data is periodically deleted as per the booking data-retention period setting as configured by the Venue in the Venue Account (as described in the Documentation).

Booking audit logs (“bookings feed”) are deleted after ninety (90) days.

​3.3. Venue Obligations.

​a) In General. Venue is solely responsible for the accuracy, content, and legality of all Venue Data. Venue represents and warrants to Skedda that Venue has all necessary rights, consents, and permissions to collect, share, and use all Venue Data as contemplated in this Agreement (including granting Skedda the rights in Section 3.1 (Rights in Venue Data)) and that no Venue Data will violate or infringe (i) any third party intellectual property, publicity, privacy or other rights, (ii) any Laws, or (iii) any terms of service, privacy policies or other agreements governing the Venue Website or Venue’s accounts with any Third-Party Platforms. If Venue submits Venue Data to the Services on behalf of any User, unambiguous consent of that User must be presentable to Skedda and any relevant supervising authorities on request if required by law. Venue will be fully responsible for any Venue Data submitted to the Services by any User as if it was submitted by Venue.

​b) No Sensitive Personal Information. Venue specifically agrees not to use the Services to collect, store, process, or transmit any Sensitive Personal Information. Venue acknowledges that Skedda is not a Business Associate or subcontractor as those terms are defined in HIPAA and that the Services are not HIPAA compliant. The collection of payment-card information is permitted within the dedicated and Stripe-hosted (via iframe technology) form controls for payment-card entry as described in the Documentation (for booking payment and subscription payment). Venue acknowledges that Skedda is not a payment-card processor of raw payment-card information and that the Services are not PCI DSS compliant if Venue enters raw payment-card information into the services using other means. Skedda will have no liability under this Agreement for Sensitive Personal Information, notwithstanding anything to the contrary herein.

​c) Compliance with Laws. Venue agrees to comply with all applicable Laws in its use of the Services. Without limiting the generality of the foregoing, Venue will not engage in any unsolicited advertising, marketing, or other activities using the Services, including without limitation any activities that violate the Telephone Consumer Protection Act of 1991, CAN-SPAM Act of 2003, or any other anti-spam laws and regulations.

​d) Disclosures on Venue Website. Venue acknowledges that the Skedda Code causes the Services to be accessible to each User who accesses the Venue Website. Venue will include on each Venue Website a link to its privacy policy that discloses Venue’s use of third-party services to collect data about Users as described in this Agreement. Venue’s privacy policy must disclose how, and for what purposes, the data collected through Skedda Code will be used or shared with Skedda as part of the Services. Venue must also provide Users with clear and comprehensive information about the storing and accessing of cookies or other information on the Users’ devices where such activity occurs in connection with the Services and as required by applicable Laws. For clarity, as between Venue and Skedda, Venue will be solely responsible for obtaining the necessary clearances, consents, and approvals from Users under all applicable Laws.

​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 or in connection with any claim arising from or relating to any Venue Data, Venue’s use of the Services, or breach or alleged breach by Venue 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 herein, Venue agrees that Skedda may obtain and aggregate technical and other data about Venue’s use of the Services that is non-personally identifiable with respect to Users (“Aggregated Anonymous Data”), and Skedda may use the Aggregated Anonymous Data to analyze, improve, support and operate the Services and otherwise for any business purpose during and after the term of this Agreement, including without limitation to generate industry benchmark or best practice guidance, recommendations or similar reports for distribution to and consumption by Venue and other Skedda customers. For clarity, Section 3.5 does not give Skedda the right to identify Venue as the source of any Aggregated Anonymous Data.

Skedda agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration, or disclosure of any Service or Venue Data. Current details on these measures can be found in the Documentation on security. However, Skedda will have no responsibility for errors in transmission, unauthorized third-party access, or other causes beyond Skedda’s control.

The Services may support integrations with certain Third-Party Platforms. In order for the Services to communicate with such Third-Party Platforms, Venue may be required to input credentials in order for the Services to access and receive relevant information from such Third-Party Platforms. By enabling the use of the Services with any Third-Party Platform, Venue authorizes Skedda to access Venue’s accounts with such Third-Party Platform for the purposes described in this Agreement. Venue is solely responsible for complying with any relevant terms and conditions of the Third-Party Platforms and maintaining appropriate accounts in good standing with the providers of the Third-Party Platforms. Venue acknowledges and agrees that Skedda has no responsibility or liability for any Third-Party Platform or any Venue Data exported to a Third-Party Platform. Skedda does not guarantee that the Services will maintain integrations with any Third-Party Platform and Skedda may disable integrations of the Services with any Third-Party Platform at any time with or without notice to Venue. For clarity, this Agreement governs Venue’s use of and access to the Services, even if accessed through an integration with a Third-Party Platform.

6.1. Skedda Technology. This is a subscription agreement for access to and use of the Services. Venue acknowledges that it is obtaining only a limited right to the Services and that irrespective of any use of the words “purchase”, “sale” or like terms in this Agreement no ownership rights are being conveyed to Venue under this Agreement. Venue agrees that Skedda or its suppliers retain all rights, title, and interest (including all patent, copyright, trademark, trade secret, and other intellectual property rights) in and to the Services and all Documentation, professional services deliverables, and any and all related and underlying technology and documentation and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (collectively, “Skedda Technology”). Except as expressly set forth in this Agreement, no rights in any Skedda Technology are granted to Venue. Further, Venue acknowledges that the Services are offered as an online, hosted solution and that Venue has no right to obtain a copy of any of the Services, except for Skedda Code and the Skedda Apps in the format provided by Skedda.

​6.2. Feedback. Venue, from time to time, may and is encouraged to submit Feedback to Skedda. Skedda may freely use Feedback in connection with any of its products or services.

7.1. Subscription Term and Renewals. Each Subscription Term will automatically renew until Venue cancels the subscription or Skedda provides notice of non-renewal. The “Termination Date” is either (i) the date on which the current Subscription Term expires following Venue’s or Skedda’s cancellation notice, or (ii) in the event that 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. Venue may view subscription status at any time through its account settings.

Upon renewal, Skedda may increase fees up to its then-current list price as set out on the Skedda Websites. If such an increase applies to Venue, Skedda will notify Venue at least thirty (30) days in advance of the renewal and the increased fees will apply at the start of the next renewal term. If Venue does not agree to the increase, either party may terminate the subscription by giving written notice of termination at any time prior to the expiration of the then-current Subscription Term.

Skedda will provide at least thirty (30) days’ advance notice before any renewal of (i) the fact that the subscription will renew, (ii) the length of the renewal term, (iii) the current subscription fee, (iv) any changes to the subscription fee for the renewal term, and (v) information regarding how to cancel the subscription. Notice will be provided via email to the primary contact associated with Venue’s account. By entering into this Agreement, Venue acknowledges, consents, and agrees that Skedda is authorized to charge Venue’s payment method on an automatically recurring basis for the subscription fees associated with the Subscription Term and renewal terms, unless Venue cancels in accordance with Section 7.3 (Payment Via Credit Card). Venue is solely responsible for compliance with applicable auto-renewal laws in Venue’s jurisdiction.

​7.2. Fees and Payment. If Venue decides to purchase a paid subscription, all fees are as set forth in the applicable Order Form and will be paid by Venue via Credit Card (as defined below). Except as expressly set forth in Section 9 (Limited Warranty), all fees are non-refundable. All subscription charges are in United States Dollars (USD). Venue is responsible for any currency-exchange fees that may be incurred by Venue when paying fees.

​7.3. Payment Via Credit Card. By purchasing the Services via 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 month-interval 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 year-interval Subscription Terms (or the closest prior date, if there are fewer days in a particular month on 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. 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 charged on a prorated basis and charges at the next invoice date. The price of the upcoming Venue subscription invoice, including prorated charges due to feature or usage modifications, can be viewed at all times in the Your Plan page of the Dashboard settings area. Venue is invited to contact Skedda if they have any questions about billing proration.

2. Foreign Transaction Fees. Venue acknowledges that for certain Credit Cards, the issuer of Venue’s Credit Card may charge a foreign transaction fee or other charges.

3. Invalid Payment. If a payment is not successfully settled due to expiration of a Credit Card, insufficient funds, or otherwise, Venue remains responsible for any amounts not remitted to Skedda and Skedda may, in its sole discretion, either (i) invoice Venue directly for the deficient amount, (ii) continue billing the Credit Card once it has been updated by Venue (if applicable) or (iii) terminate this Agreement.

4. Changing Credit Card Information. At any time, Venue may change its Credit Card information by entering updated Credit Card information via the “Your Plan” page on the Dashboard settings area.

5. Termination of Recurring Billing. In addition to any termination rights set forth in this Agreement, Venue may terminate the Subscription Term at any time by sending an email to info@skedda.com with this request, with termination effective at the end of the current Subscription Term. If Venue does not enter into a paid Subscription Term following the Trial Period, access and use of the Services will be suspended as per Section 2.9.

6. Payment of Outstanding Fees. Upon any termination or expiration of the Subscription Term, Skedda will charge Venue’s Credit Card (or invoice Venue directly) for any outstanding fees for Venue’s use of the Services during the Subscription Term, after which Skedda will not charge Venue’s Credit Card for any additional fees.

​7.4. Suspension of Service. If Venue’s paid subscription is three (3) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), Skedda reserves the right to suspend Venue’s access to the applicable Service (no new bookings possible on Venue Account) without liability to Venue until such amounts are paid in full.

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 related Order Forms) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

​8.3. Effect of Termination. Upon any expiration or termination of this Agreement, Venue will immediately cease any and all use of and access to all Services (including any and all related Skedda Technology) and delete (or, at Skedda’s request, return) any and all copies of the Documentation, any Skedda passwords or access codes and any other Skedda Confidential Information in its possession. Provided this Agreement was not terminated for Venue’s breach, Venue may retain and use internal copies of all reports exported from any Service prior to termination. Venue acknowledges that following termination it will have no further access to any Venue Data input into any Service and that Skedda may delete any such data as may have been stored by Skedda at any time. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.

​8.4. Survival. The following Sections will survive any expiration or termination of this Agreement: 2.7 (General Restrictions), 2.9 (Trial Subscriptions), 2.10 (Modification of Services), 3.2 (Storage of Venue Data), 3.4 (Indemnification by Venue), 3.5 (Aggregated Anonymous Data), 6 (Ownership), 7.2 (Fees and Payment), 7.3 (Payment Via Credit Card), 8 (Term and Termination), 9.2 (Warranty Disclaimer), 10 (Payment Processing Services), 12 (Limitation of Remedies and Damages), 13 (Confidential Information) and 14 (General Terms).

9.1. Limited Warranty. Skedda warrants, for Venue’s benefit only, that each Service will operate in substantial conformity with the applicable Documentation. Skedda’s sole liability (and Venue’s sole and exclusive remedy) for any breach of this warranty will be, at no charge to Venue, for Skedda to use commercially reasonable efforts to correct the reported non-conformity, or if Skedda determines such remedy to be impracticable, either party may terminate the applicable Subscription Term and Venue will receive as its sole remedy a refund of any fees Venue has pre-paid for use of such Service for the terminated portion of the applicable Subscription Term. The limited warranty set forth in this Section 9.1 will not apply: (i) unless Venue makes a claim within thirty (30) days of the date on which Venue first noticed the non-conformity, (ii) if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services, or (iii) to use provided on a no-charge, trial or evaluation basis.

​9.2. Warranty Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 9.1, ALL SERVICES ARE PROVIDED “AS IS”. NEITHER SKEDDA NOR ITS SUPPLIERS MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. SKEDDA DOES NOT WARRANT THAT VENUE’S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES SKEDDA WARRANT THAT IT WILL REVIEW THE VENUE DATA FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN THE VENUE DATA WITHOUT LOSS OR CORRUPTION. SKEDDA SHALL NOT BE LIABLE FOR THE RESULTS OF ANY COMMUNICATIONS SENT OR ANY COMMUNICATIONS THAT FAILED TO BE SENT USING THE SERVICES. SKEDDA SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, THIRD-PARTY PLATFORMS, OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF SKEDDA. VENUE MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

​9.3. Beta Features Disclaimer. Skedda may make certain features, services, or functionality available to Venue on a beta, early access, or pre-release basis (“Beta Features”). Beta Features are provided solely for evaluation purposes, may not be relied upon for production use, and may be subject to additional terms. Skedda may discontinue Beta Features at any time in its sole discretion, and makes no representations or warranties that Beta Features will be made generally available. ALL BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND AND ARE EXCLUDED FROM ANY INDEMNITIES OR SUPPORT COMMITMENTS MADE ELSEWHERE IN THIS AGREEMENT.

Skedda uses Stripe Connect and its affiliates (“Stripe”) to provide payment processing services, including payment collection, fund routing, and payouts to connected accounts (“Payment Processing Services”). By using the Payment Processing Services, you agree to be bound by the Stripe Services Agreement, including the Connected Account Agreement (collectively, the “Stripe Terms”), which may be updated by Stripe from time to time. You expressly authorize Skedda to facilitate the creation of a Stripe Connect account on your behalf, share necessary account information with Stripe, and enable payments between you and your Users.

You acknowledge that while Skedda facilitates the connection to Stripe’s payment infrastructure, Stripe is the actual payment processor responsible for executing financial transactions, managing payment disputes, and ensuring regulatory compliance. Skedda has no control over, and disclaims all liability for, payment authorizations, declines, chargebacks, fees, or other aspects of payment processing managed by Stripe. Skedda may assist in coordinating with Stripe to resolve payment disputes, but is not responsible for Stripe’s decisions or outcomes. Venue is solely responsible for all chargebacks, disputes, and refunds related to transactions with its Users processed through the Services.

Skedda uses high ethical standards and respects User privacy. Skedda will duly and diligently safeguard and protect the privacy and confidentiality of Venue Data, including User personal information. Privacy Policy includes further details. If the parties enter into a separate Data Processing Agreement or Data Processing Addendum (“DPA”), the DPA shall govern to the extent of any conflict with this Agreement or the Privacy Policy with respect to the processing of personal data.

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 DURING THE PRIOR TWELVE (12) MONTHS UNDER THIS AGREEMENT.

​12.3. Excluded Claims. “Excluded Claims” means any claim arising (a) from Venue’s breach of Section 2.7 (General Restrictions); (b) under Section 3.3 (Venue Obligations) or 3.4 (Indemnification by Venue); or (c) from a party’s breach of its obligations in Section 13 (Confidential Information) (but excluding claims arising from operation or non-operation of any Service).

​12.4. Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 12 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical, and financial information it obtains from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Skedda Technology, performance information relating to any Service, and the terms and conditions of this Agreement will be deemed Confidential Information of Skedda without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know (including, for Skedda, the subcontractors referenced in Section 14.8 (Subcontractors)), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 13 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 13.

The Receiving Party’s confidentiality obligations will not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information.

The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

14.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party’s assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 14.1 will be null and void.

​14.2. Severability. If any provision of this Agreement will be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect.

​14.3. Governing Law; Dispute Resolution.

​a) Direct Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, whether arising in contract, tort, or otherwise, (“Dispute”), the parties shall first use their best efforts to resolve the Dispute. If a Dispute arises, the complaining party shall provide written notice to the other party in a document specifically entitled “Initial Notice of Dispute,” specifically setting forth the precise nature of the dispute (“Initial Notice of Dispute”). If an Initial Notice of Dispute is being sent to Skedda it must be emailed to info@skedda.com and sent via mail to:

Attn: Legal Department
Skedda, Inc.
PMB 2510
3839 McKinney Ave., Suite 155
Dallas, TX 75204
United States of America

Following receipt of the Initial Notice of Dispute, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interest, attempt to reach a just and equitable solution of the Dispute that is satisfactory to both parties (“Direct Dispute Resolution”).

​b) Arbitration. If the parties are unable to reach a resolution of the Dispute through Direct Dispute Resolution within thirty (30) days of the receipt of the Initial Notice of Dispute, then the Dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or if the parties cannot agree, appointed by the AAA. The seat of arbitration shall be Wilmington, Delaware. The arbitrator shall apply the substantive laws of the State of Delaware, without regard to its conflict of laws principles. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

​c) Choice of Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Each party consents to the personal and exclusive jurisdiction of the state and federal courts located within the State of Delaware solely for (i) enforcement of any arbitration award, (ii) any dispute concerning the validity or enforceability of the arbitration provisions of this Section 14.3, and (iii) any other matter expressly permitted to be brought in court under this Agreement.

​d) Construction and Joinder. THIS AGREEMENT MUST BE CONSTRUED AS IF IT WAS JOINTLY WRITTEN BY BOTH PARTIES. BOTH VENUE AND SKEDDA AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS. NO ARBITRATION OR CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. IN THE EVENT OF ANY DISPUTE CONCERNING THE VALIDITY OR ENFORCEABILITY OF THIS PROVISION, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.

​e) Injunctive Relief. Notwithstanding the above provisions, either party may seek injunctive or other equitable relief in the state or federal courts located within the State of Delaware to prevent irreparable harm pending the outcome of arbitration.

​14.4. Notice. Any notice or communication required or permitted under this Agreement will be in writing. Notices to Skedda must be sent to the address set forth in Section 14.3(a) and emailed to info@skedda.com. Notices to Venue will be sent to the primary contact email address associated with Venue’s account (or such other email address as Venue may designate in writing) or, where physical notice is required, to the billing address on file for Venue’s account. Either party may update its notice details by giving written notice to the other party in accordance with this Section. Notices will be deemed to have been received by the addressee (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch; (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail; or (iv) if given by email, on the first business day following transmission (provided no bounce-back or delivery failure notification is received by the sender).

​14.5. Amendments; Waivers. Except as set forth in Section 14.14 (Changes to Agreement), no supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. For clarity, individually negotiated Order Forms and any mutually executed amendments thereto require written agreement of both parties and are not subject to unilateral modification under Section 14.14. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Venue will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement will be for administrative purposes only and will have no legal effect.

​14.6. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Venue acknowledges that the Services are online, subscription-based products and that in order to provide improved customer experience Skedda may make changes to the Services, and Skedda will update the applicable Documentation accordingly. For clarity, this Agreement governs use of Services offered under any and all Skedda Brands.

​14.7. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events that occur after the signing of this Agreement and that are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

​14.8. Subcontractors. Skedda may use the services of subcontractors and permit them to exercise the rights granted to Skedda in order to provide the Services under this Agreement, provided that Skedda remains responsible for (i) compliance of any such subcontractor with the terms of this Agreement and (ii) for the overall performance of the Services as required under this Agreement.

​14.9. Subpoenas. Nothing in this Agreement prevents Skedda from disclosing Venue Data to the extent required by law, subpoenas, or court orders, but Skedda will use commercially reasonable efforts to notify Venue where permitted to do so.

​14.10. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

​14.11. Export Control. In its use of the Services, Venue agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, (i) Venue represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, and (ii) Venue will not (and will not permit any of its Users to) access or use the Services in violation of any U.S. export embargo, prohibition, or restriction.

​14.12. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will be considered one and the same agreement.

​14.13. Customer References and Marketing Rights. Venue agrees that Skedda may identify Venue as a customer of Skedda and use Venue’s name, logo, and trademark in Skedda’s promotional materials, including website, presentations, customer lists, blog posts, case studies, and press releases. Venue grants Skedda a limited, non-exclusive, revocable license to use Venue’s name, logo, and trademarks solely for such marketing and promotional purposes. Skedda may also develop, publish, and distribute case studies or testimonials featuring Venue’s use of the Services, subject to Venue’s review and approval prior to publication, which shall not be unreasonably withheld or delayed. If Venue wishes to opt out of such marketing activities, Venue must send 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. For clarity, 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.

If you have any questions or would like further information, please contact us by any of the following means:

​Post:
Skedda, Inc.
PMB 2510
3839 McKinney Ave., Suite 155
Dallas, TX 75204
United States of America

E-mail:
​info@skedda.com