Terms of Service

1.Definitions

For the purposes of this Agreement, the following terms shall have the meanings ascribed to them below:

• “Authorized User” means any individual who is granted access to the Service by the Subscriber, including employees, contractors, agents, and other personnel operating under the Subscriber’s direction and control.
• “Confidential Information” means any non-public, proprietary, or confidential information disclosed by either party to the other, whether orally, in writing, or by any other means, including but not limited to business plans, technical data, trade secrets, pricing information, and customer lists.
• “End User” means any third-party individual who interacts with or utilizes the Subscriber’s booking page, scheduling interface, or any other customer-facing functionality made available through the Service.
• “Intellectual Property Rights” means all patents, copyrights, trademarks, service marks, trade names, domain names, trade secrets, know-how, and any other intellectual property rights recognized in any jurisdiction worldwide.
• “Service” means the Timebase cloud-based software-as-a-service platform for appointment scheduling, booking management, and related operational tools, including all updates, enhancements, modifications, and derivative works thereof.
• “Subscriber” means the entity or individual that has registered for an account and entered into this Agreement with the Company for access to and use of the Service.
• “Subscriber Data” means all data, content, information, and materials submitted, uploaded, or otherwise transmitted to or through the Service by the Subscriber or its Authorized Users, including End User data collected through the Subscriber’s use of the Service.
• “Subscription Term” means the period during which the Subscriber has an active, paid subscription entitling access to the Service, as specified in the applicable order or subscription plan.

2.Acceptance of Terms

By clicking “I Agree,” “Sign Up,” or any similar affirmative action, or by accessing or using the Service in any manner, you represent and warrant that: (a) you have the legal capacity and authority to enter into this Agreement; (b) if you are entering into this Agreement on behalf of a business entity, you have the requisite authorization to bind such entity to these Terms; (c) you are at least eighteen (18) years of age or the age of legal majority in your jurisdiction; and (d) your use of the Service will comply with all applicable federal, state, local, and international laws, statutes, regulations, and ordinances.

This Agreement is effective as of the date you first access or use the Service (the “Effective Date”) and shall remain in full force and effect until terminated in accordance with Section 13 hereof. Your continued use of the Service following any modification to these Terms shall constitute your binding acceptance of such modifications.

3.Description of Service

The Service is a business-to-business software-as-a-service platform that provides Subscribers with tools for appointment scheduling, booking management, calendar administration, AI-assisted customer interactions, payment processing facilitation, and related operational functionality. The Service is designed to assist Subscribers in managing their scheduling operations and is provided solely as an administrative and scheduling facilitation tool.

The Subscriber acknowledges and agrees that the Service serves as a technological intermediary to facilitate the coordination of appointments and bookings, and does not guarantee the delivery, execution, fulfillment, or consummation of any particular appointment, booking, or scheduling request. The Company does not assume any obligation or liability with respect to the actual performance of services between the Subscriber and its End Users, nor does it guarantee that any booking submitted through the platform will be successfully processed, confirmed, or honored under all circumstances.

The Company reserves the right, in its sole and absolute discretion, to modify, suspend, discontinue, or otherwise alter any aspect, feature, or functionality of the Service at any time, with or without prior notice, and without liability to the Subscriber or any third party.

4.Account Registration and Security

To access and utilize the Service, you must register for an account by providing accurate, current, and complete registration information as prompted by the registration process. You agree to maintain and promptly update your account information to ensure it remains accurate, current, and complete at all times. Failure to do so constitutes a breach of this Agreement, which may result in immediate termination of your account.

You are solely responsible for safeguarding your account credentials, including your password and any authentication tokens, and for all activities that occur under your account. You agree to immediately notify the Company of any unauthorized use of your account or any other breach of security. The Company shall not be liable for any loss, damage, or liability arising from your failure to comply with the foregoing obligations.

The Subscriber bears sole and exclusive responsibility for confirming, verifying, and managing all bookings, appointments, and scheduling activities conducted through the Service. The platform serves as an administrative convenience and scheduling tool only, and the Subscriber acknowledges that it remains independently responsible for all client communications, appointment confirmations, cancellation management, and fulfillment of its own service obligations to End Users, irrespective of any notifications, reminders, or automated processes provided by the Service.

5.Subscription Plans and Payment Terms

Access to certain features and functionalities of the Service requires a paid subscription. Subscription plans, pricing, and corresponding feature allocations are set forth on the Company’s website or as otherwise communicated to the Subscriber at the time of purchase. All fees are quoted in United States dollars unless otherwise specified.

Subscriptions are billed on a recurring basis (monthly or annually, as selected by the Subscriber) and shall automatically renew at the end of each billing cycle unless cancelled by the Subscriber prior to the commencement of the next billing period. The Company reserves the right to modify subscription pricing upon thirty (30) days’ written notice; provided, however, that any such price change shall not take effect until the commencement of the next Subscription Term.

All fees are non-refundable except as expressly set forth herein or as required by applicable law. The Subscriber is responsible for all taxes, duties, levies, and governmental assessments imposed with respect to the fees payable under this Agreement, excluding taxes based on the Company’s net income.

In the event of non-payment or payment failure, the Company reserves the right to suspend or terminate the Subscriber’s access to the Service, impose late payment charges at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, and pursue any other remedies available at law or in equity.

6.License Grant and Restrictions

Subject to the Subscriber’s compliance with this Agreement and payment of all applicable fees, the Company hereby grants to the Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the Subscription Term solely for the Subscriber’s internal business purposes in accordance with this Agreement and any applicable documentation.

Except as expressly permitted herein, the Subscriber shall not, and shall not permit any third party to: (a) copy, modify, adapt, translate, or create derivative works based upon the Service; (b) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, underlying algorithms, or data structures of the Service; (c) sublicense, lease, rent, sell, distribute, or otherwise transfer rights to the Service to any third party; (d) remove, alter, or obscure any proprietary notices, labels, or markings on the Service; (e) use the Service for the purpose of building a competitive product or service, or for benchmarking or competitive analysis; (f) use the Service in any manner that exceeds the scope of the license granted herein or that violates any applicable law or regulation; (g) transmit any malicious code, viruses, worms, or other harmful or destructive content through the Service; or (h) interfere with or disrupt the integrity, performance, or security of the Service or any related systems or networks.

7.Intellectual Property Rights

The Service, including all software, algorithms, user interfaces, designs, text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, and all other content and materials contained therein, as well as the selection, coordination, arrangement, and organization thereof, are and shall remain the exclusive property of the Company and its licensors, protected by applicable intellectual property laws including, without limitation, copyright, trademark, patent, and trade secret laws.

Nothing in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Company’s trademarks, service marks, trade names, or logos without the Company’s prior written consent.

To the extent the Subscriber or any Authorized User provides the Company with any feedback, suggestions, enhancement requests, recommendations, or other input regarding the Service (“Feedback”), the Subscriber hereby grants to the Company an irrevocable, perpetual, worldwide, royalty-free, fully paid-up, non-exclusive license to use, reproduce, modify, distribute, sublicense, and otherwise exploit such Feedback for any purpose without restriction, attribution, or compensation to the Subscriber.

8.Data Ownership and Processing

As between the parties, the Subscriber retains all right, title, and interest in and to Subscriber Data. The Subscriber hereby grants to the Company a non-exclusive, worldwide, royalty-free license to use, process, store, transmit, and display Subscriber Data solely to the extent necessary to provide, maintain, and improve the Service and to fulfill the Company’s obligations under this Agreement.

The Company may collect, aggregate, and anonymize data derived from the Subscriber’s use of the Service (“Aggregated Data”), provided that such Aggregated Data does not identify the Subscriber, any Authorized User, or any End User. The Company shall have an unrestricted, perpetual, irrevocable right to use, analyze, and disclose such Aggregated Data for any lawful business purpose, including product development, analytics, benchmarking, and industry reporting.

The Subscriber represents and warrants that it has obtained all necessary consents, authorizations, and permissions required under applicable data protection laws for the collection, processing, and transmission of Subscriber Data through the Service, including any personal data of End Users.

9.Confidentiality

Each party (the “Receiving Party”) agrees that it shall not, without the prior written consent of the other party (the “Disclosing Party”), disclose, publish, or disseminate Confidential Information of the Disclosing Party to any third party, and shall use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement. The Receiving Party shall protect the Confidential Information of the Disclosing Party using the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care.

The foregoing obligations shall not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party’s possession prior to disclosure; (c) is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction on disclosure.

Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or legal process, provided that the Receiving Party shall, to the extent permitted by law, provide the Disclosing Party with prompt written notice of such requirement prior to disclosure and shall cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy.

10.Warranties and Disclaimers

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, TIMELY, OR FREE FROM VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS. THE COMPANY DOES NOT WARRANT THAT THE RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, OR COMPLETE, NOR DOES IT WARRANT THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED. THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR MISSED, LOST, CANCELLED, UNPROCESSED, DELAYED, OR OTHERWISE UNFULFILLED APPOINTMENTS, BOOKINGS, OR SCHEDULING REQUESTS ARISING FROM OR RELATED TO SERVICE INTERRUPTIONS, DOWNTIME, OUTAGES, NETWORK LATENCY, SYSTEM ERRORS, SOFTWARE DEFECTS, MAINTENANCE ACTIVITIES, THIRD-PARTY SERVICE FAILURES, OR ANY OTHER CAUSE WHATSOEVER, WHETHER WITHIN OR OUTSIDE THE COMPANY’S CONTROL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you. In such jurisdictions, the Company’s warranties are limited to the greatest extent permitted by applicable law.

11.Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, MISSED OR UNFULFILLED APPOINTMENTS, SCHEDULING FAILURES, BOOKING PROCESSING ERRORS, LOST BUSINESS OPPORTUNITIES, REPUTATIONAL HARM, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, BUSINESS INTERRUPTION, SYSTEM OR SERVICE DOWNTIME, OR ANY OTHER INTANGIBLE LOSSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE) AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE COMPANY’S TOTAL AGGREGATE LIABILITY TO THE SUBSCRIBER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY THE SUBSCRIBER TO THE COMPANY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS (US $100.00). THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

The limitations and exclusions set forth in this Section shall apply to the fullest extent permitted by applicable law, irrespective of whether the Company has been advised of or should have been aware of the possibility of any such losses. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you in their entirety.

12.Indemnification

The Subscriber agrees to indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to: (a) the Subscriber’s use of or access to the Service; (b) any breach or alleged breach of this Agreement by the Subscriber; (c) any violation of applicable law or regulation by the Subscriber; (d) the Subscriber’s Subscriber Data; or (e) any dispute between the Subscriber and any End User or third party relating to the Subscriber’s use of the Service.

The Company agrees to indemnify, defend, and hold harmless the Subscriber from and against any third-party claims alleging that the Service, as provided by the Company, infringes any valid intellectual property right of such third party, subject to the Subscriber providing the Company with: (i) prompt written notice of such claim; (ii) sole control of the defense and settlement thereof; and (iii) reasonable cooperation and assistance, at the Company’s expense.

13.Term and Termination

This Agreement commences on the Effective Date and shall continue for the duration of the Subscription Term unless earlier terminated in accordance with this Section. The Subscription Term shall automatically renew for successive periods of equal duration unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

Either party may terminate this Agreement for cause upon thirty (30) days’ written notice to the other party if the other party materially breaches any provision of this Agreement and fails to cure such breach within such thirty (30) day notice period. The Company may also terminate this Agreement immediately, without prior notice, if: (a) the Subscriber fails to pay any fees when due; (b) the Subscriber engages in any activity that threatens the security, integrity, or availability of the Service; or (c) the Subscriber becomes the subject of any bankruptcy, insolvency, receivership, liquidation, or similar proceeding.

Upon termination or expiration of this Agreement: (a) all licenses and rights granted to the Subscriber hereunder shall immediately terminate; (b) the Subscriber shall cease all use of the Service; (c) the Subscriber shall pay all outstanding fees accrued through the date of termination; and (d) the Company may, in its discretion, delete Subscriber Data within ninety (90) days following termination, unless otherwise required by applicable law.

The following Sections shall survive any termination or expiration of this Agreement: Sections 1, 7, 8, 9, 10, 11, 12, 15, and 19.

14.Modifications to Terms

The Company reserves the right to modify, amend, or update these Terms at any time in its sole discretion. In the event of any material changes to these Terms, the Company shall provide the Subscriber with notice by posting the revised Terms on the Service, sending an email notification to the address associated with the Subscriber’s account, or through other reasonable means of communication.

Material modifications shall become effective thirty (30) days after the date of such notice, or upon the Subscriber’s continued use of the Service following the effective date of the modification, whichever occurs first. If the Subscriber does not agree to the modified Terms, the Subscriber’s sole and exclusive remedy is to terminate this Agreement and discontinue use of the Service prior to the effective date of the modification.

15.Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of laws principles. Any disputes arising out of or relating to this Agreement or the Service shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in the English language in Wilmington, Delaware, before a single arbitrator mutually agreed upon by the parties.

The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys’ fees in connection with any arbitration proceeding, unless the arbitrator determines otherwise. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s intellectual property rights or Confidential Information.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SUBSCRIBER HEREBY IRREVOCABLY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING, AND AGREES THAT ANY ARBITRATION OR LEGAL PROCEEDING SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS.

16.Service Availability

The Company shall use commercially reasonable efforts to maintain the availability of the Service; however, the Subscriber acknowledges and agrees that the Service is provided without any express or implied service level commitment, uptime guarantee, or availability warranty. The Service may be subject to planned maintenance windows, during which certain features or functionalities may be temporarily unavailable.

The Subscriber further acknowledges that the Service may experience unplanned interruptions, degradations, or outages due to factors including but not limited to infrastructure issues, network conditions, third-party service dependencies, software updates, security incidents, or other technical circumstances. Such temporary service interruptions may affect booking operations, scheduling functionality, notification delivery, and other aspects of the Service, and the Subscriber agrees that such interruptions shall not constitute a breach of this Agreement nor give rise to any right of refund, credit, claim, or cause of action against the Company.

The Company shall make reasonable efforts to provide advance notice of planned maintenance where practicable but is under no obligation to do so. The Company shall not be liable for any damages, losses, or expenses arising from any interruption, suspension, or discontinuation of the Service, whether planned or unplanned, temporary or permanent.

17.Force Majeure

Neither party shall be liable for any delay or failure in performance resulting from causes beyond such party’s reasonable control, including but not limited to acts of God, natural disasters, epidemics, pandemics, war, terrorism, civil unrest, government actions or orders, embargoes, sanctions, labor disputes, strikes, fire, flood, earthquake, power outages, internet service provider failures, telecommunications failures, cloud infrastructure provider outages or disruptions, cyberattacks, distributed denial-of-service attacks, data center failures, third-party software or hardware failures, and any other event or circumstance beyond the reasonable control of the affected party that causes or results in interruptions to booking operations, scheduling processes, notification delivery, or other Service functionality (each, a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the affected party shall provide prompt written notice to the other party and shall use commercially reasonable efforts to mitigate the effects of such event and resume performance as soon as practicable.

18.Severability and Waiver

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity of the remaining provisions, which shall continue in full force and effect. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any provision of this Agreement invalid or unenforceable in any respect.

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement shall be effective only if in writing and signed by the waiving party. No single or partial exercise of any right or remedy under this Agreement shall preclude any other or further exercise of such right or remedy or the exercise of any other right or remedy.

19.Entire Agreement and Contact Information

This Agreement, together with any order forms, addenda, or supplemental terms referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, representations, and warranties, whether oral or written, relating to such subject matter. In the event of any conflict between this Agreement and any order form or addendum, the terms of the order form or addendum shall prevail to the extent of such conflict.

This Agreement may not be assigned or transferred by the Subscriber without the prior written consent of the Company. The Company may assign this Agreement, in whole or in part, without restriction. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

If you have any questions, concerns, or inquiries regarding these Terms of Service, please contact us at: legal@timebase.pro