The following Terms of Use (this “Agreement”) govern and regulate your access to and use of www.scheduleDown.com and all affiliated websites owned and operated by ScheduleDown (as defined in the subsequent paragraph), including all subdomains, subdirectories, mobile sites, and mobile applications thereof (collectively, the “ScheduleDown Website”). This Agreement is made between ScheduleDown and you, whether you are an End User or a Partner (as defined in Section 1 of this Agreement). In this Agreement, if you are located within the European Economic Area, “we” and “ScheduleDown” means ScheduleDown.com SV Ltd., a company incorporated under the Registrar of Companies of England and Wales with registered office address in 71-75 Shelton Street, London, Greater London, WC2H 9JQ, United Kingdom. For Consumers located outside of the European Economic Area, “we” and “ScheduleDown” means Surge Ventures USA, Inc., a Delaware C Corporation. If you are an End User, your use of the ScheduleDown Website is also governed by the ScheduleDown Bookings Terms of Use. If you are a Partner, your use of the ScheduleDown Website is also governed by the ScheduleDown Partner Terms of Use. In order to use the ScheduleDown Website, you must agree to these Terms of Use. They contain many legal disclosures that you should read carefully, including terms that specify permissible uses of the ScheduleDown Website. By accessing the ScheduleDown Website, you agree that you are authorized to accept the terms set forth below on behalf of yourself and agree to these Terms of Use, our Privacy Policy, the ScheduleDown Booking Terms and Conditions, and any additional policies publicly available on the ScheduleDown Website. If you do not agree to be subject to these Terms of Use, your sole recourse is not to use the ScheduleDown Website. By continuing to use the ScheduleDown Website, you agree to be bound by this Agreement.
Terms in the preamble and elsewhere in this document have their assigned meanings, and each of the following terms has the meaning assigned to it. Consumer or End User or means a user of the ScheduleDown Website other than Partners; i.e. consumers whose intention is to discover Partners and book appointments through the ScheduleDown Website. Partner means a service provider using the ScheduleDown Website, and whose business is listed on the ScheduleDown Website.
We provide the ScheduleDown Website to make it easy for Consumers to book beauty services online with our participating Partners through the ScheduleDown Website. The ScheduleDown Website includes a consolidated list of Partners, which you may browse and book through the ScheduleDown Website. The ScheduleDown Website also provides notifications, alerts and confirmations.
You acknowledge that there may be interruptions in the delivery of the ScheduleDown Website that are beyond our control. While we use reasonable efforts to keep the ScheduleDown Website accessible, the ScheduleDown Website may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of our control, access to the ScheduleDown Website may be interrupted, suspended or terminated. ScheduleDown retains the right at our sole discretion to deny access to the ScheduleDown Website to any End User or Partner, at any time and for any reason. ScheduleDown is not required to disclose the reason for denial of access to the ScheduleDown Website to any party.
We reserve complete and sole discretion with respect to the operation of the ScheduleDown Website. We may, among other things:
Your access to the ScheduleDown Website is not available for sale to any third parties. The content and information available on the ScheduleDown Website, as well as the infrastructure used by the ScheduleDown Website, and all materials therein or transferred thereby and all intellectual property rights related thereto, are the exclusive property of ScheduleDown. Except as explicitly provided herein, nothing in these Terms of Use shall be deemed to create a license in or under any such intellectual property rights and you agree not to modify, adapt, edit, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or resell any information, software, products or services obtained from or through the ScheduleDown Website.
All interactions with the ScheduleDown Website must be lawful and must comply with these Terms of Use. To the extent your conduct (as judged by us in our sole discretion), restricts or inhibits any other user from using or enjoying any part of the ScheduleDown Website, we may limit your privileges on the ScheduleDown Website and seek other remedies. Please do not engage in the following activities, as they are prohibited on the ScheduleDown Website and constitute express violations of the Agreement:
If you create an account for the ScheduleDown Website, you may only create and hold one (1) account that you are solely responsible for managing. Your account is non-transferrable and may not be sold, combined or otherwise shared with any other Consumer or Partner. If you violate any of these limitations, we may terminate your account and, without limitation, you may forfeit any pending, current or future promotional account credits and any unredeemed vouchers in your account. If we terminate your account, you may not re-enroll or join under a new account unless if we formally invite you to do so. If you commit fraud or falsify information in connection with your use of the ScheduleDown Website or in connection with your account on the ScheduleDown Website, your account will be terminated immediately and we reserve the right to hold you liable for any and all damages caused by your conduct, to pursue legal action through relevant local and national law enforcement authorities and to notify your Internet Service Provider of any fraudulent activity we associate with you or your use of the ScheduleDown Website.
By creating an End User account, you expressly consent and agree to accept and receive communications from us, including via e-mail, text message, calls, and push notifications to the cellular telephone number you provided to us. By consenting to being contacted by ScheduleDown, you understand and agree that you may receive automated SMS or MMS messages or communications generated by automatic telephone dialing systems and/or communications containing prerecorded messages sent by or on behalf of ScheduleDown, or its Partners, including but not limited to: appointment confirmations or notifications, communications concerning your End User account or use of the ScheduleDown Website, updates concerning new and existing features, communications concerning promotions run by us or our Partners, and news concerning ScheduleDown and industry developments. IF YOU WISH TO OPT-OUT OF EMAIL, TEXT, OR OTHER COMMUNICATIONS, PLEASE CONTACT US DIRECTLY AT hello@scheduleDown.com. However, you acknowledge that opting out of texts may lead to missed appointment notifications or other important notifications or updates, and in general impact your use of the ScheduleDown Website as an End User. Standard messaging charges applied by your cell phone carrier will apply to the messages we send.
(a) Everything located on or in the ScheduleDown Website is the exclusive property of ScheduleDown or is being used with permission. Any copying, distributing, transmitting, posting, linking, deep linking, or otherwise modifying of the ScheduleDown Website without the express written permission of ScheduleDown is prohibited. Any violation of this requirement may result in a copyright, trademark or otherwise intellectual property right infringement that may subject you to civil and/or criminal penalties.
(b) The ScheduleDown Website contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the ScheduleDown Website are protected by copyright as a collective work under the copyright laws. ScheduleDown owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part. You may download, print, and/or save copyrighted material for your personal use only. Except as otherwise expressly stated under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material without the express written permission of ScheduleDown or the copyright owner is permitted. If copying, redistribution or publication of copyrighted material is permitted, you will make independent attribution and/or agree to make no changes in or deletion of any author attribution, trademark legend or copyright notice. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material from the ScheduleDown Website.
(c) ScheduleDown is a trademark owned by Surge Ventures USA, Inc. This trademark, together with other trademarks that are located within or on the ScheduleDown Website otherwise owned or operated in conjunction with ScheduleDown shall not be deemed to be in the public domain but rather the exclusive property of ScheduleDown, unless such mark is under license from the trademark owner thereof, in which case such license is for the exclusive benefit and use of ScheduleDown unless otherwise stated.
(d) You will not upload, post or otherwise make available on the ScheduleDown Website any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. ScheduleDown does not have any express burden or responsibility to provide you with indications, markings or anything else that may aid you in determining whether the material in question is copyrighted or trademarked. You will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission. By submitting material to any public area of the ScheduleDown Website, you warrant that the owner of such material has expressly granted ScheduleDown the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. You also permit any other end user to access, view, store or reproduce the material for that End User's personal use. You also grant ScheduleDown the right to edit, copy, publish and distribute any material that you make available on the ScheduleDown Website.
ScheduleDown reserves the right to terminate its agreement with you or any other End User who infringes third-party copyrights. If you believe that any material has been posted via the ScheduleDown Website in a way that constitutes copyright infringement, you shall provide ScheduleDown with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location on the ScheduleDown Website of the allegedly infringing work; (c) a written statement that you have a good faith belief that the disputed use is not authorized by the owner, its agent, or the law; (d) your name and contact information, including telephone number and e-mail address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf. (e) Contact information for notice of claims of copyright infringement is: info@sheduldown.com. IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.
Please note that this procedure is exclusively for notifying ScheduleDown and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with ScheduleDown's rights and obligations, but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations. ScheduleDown has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. ScheduleDown may also at its sole discretion limit access to the ScheduleDown Website and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement
ScheduleDown in some instances allows you and other End Users to use the ScheduleDown Website to express opinions and communicate through forums, bulletin boards, discussion groups, chat rooms, reviews, or other communication facilities that may be offered on or through the ScheduleDown Website from time to time (collectively "Communities"). ScheduleDown shall have the right, but not the obligation, to monitor the content within the Communities at any time, for any reason, including to determine compliance with this Agreement and any operating rules established by ScheduleDown, as well as to satisfy any applicable law, regulation or authorized government request. Without limiting the foregoing, ScheduleDown shall have the right, but not the obligation, to remove any material from the Communities that ScheduleDown, in its sole discretion, finds to be in violation of this Agreement or otherwise objectionable. Any opinions, advice, ratings, discussions, comments, and/or other messages or postings of any kind made by you or any other End User to the Communities (collectively, "Statements"), are those of the respective author(s) or distributor(s) and not of ScheduleDown.
The ScheduleDown Website, may contain links to websites maintained by third parties. These links are provided solely as a convenience to you and not because we endorse or have an opinion about the contents on such websites. We expressly disclaim any representations regarding the content or accuracy of materials on such websites or the privacy practices of those websites. ScheduleDown also takes no responsibility nor liability for the content presented on those websites. If you decide to access websites maintained by other parties, you do so at your own risk and you understand that this Agreement and ScheduleDown Privacy Policy do not apply to your use of such websites or links
You understand and agree that all Statements, any comments or reviews you post on the ScheduleDown Website, and any information contained in a Consumer’s information profile on the ScheduleDown Website are public and not private. Any other person (whether or not a user of the ScheduleDown Website) may read your Statements without your knowledge. Please do not include any Personal Information (as defined in our Privacy Policy or otherwise) in your Statements. ScheduleDown does not control or endorse any Statement found in any part of the Communities, and we specifically disclaim any liability concerning the Statements and the Communities and any actions resulting from your participation in any part of the Communities, including any objectionable content. Any Statements you post to in connection with the ScheduleDown Website are not confidential.
By placing any information or other material in Communities (including but not limited to posting messages, uploading files, inputting data or engaging in any other form of communication), you automatically grant (or warrant that the owner of such content has expressly granted) to ScheduleDown a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, worldwide license to use, copy, sublicense, reproduce, distribute, redistribute, modify, adapt, publish, edit, translate, transmit, create derivative works of, publish and/or broadcast, publicly perform or display any materials or other information (including without limitation, ideas contained therein for new or improved products or services) you submit to the Communities alone or as part of other works in any form, media, or technology whether by any means and in any media now known or hereafter developed and to sublicense such rights through multiple tiers of sublicenses.
You may choose to or we may invite you to submit comments or ideas about the ScheduleDown Website, including without limitation about how to improve the ScheduleDown Website or other products ("Idea(s)"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place ScheduleDown under any fiduciary or other obligation to you, and that we are free to use or publish the Idea without any compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by reviewing or accepting your submission, ScheduleDown does not waive any rights to use similar or related ideas previously
By posting Statements or other information on or through the Communities or in connection with the ScheduleDown Website, you grant ScheduleDown a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display the Statements alone or as part of other works in any form, media, or technology whether now known or hereafter developed without territorial or time limitations, and to sublicense such rights through multiple tiers of sublicensees. Your license of any Statements or information submitted above extends to use for promotions, advertising, market research or any other lawful purpose, without limitation.
You agree to defend, indemnify and hold harmless ScheduleDown and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their staff members, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising out of or related to:
ScheduleDown may terminate or update these Terms of Use at any time, or suspend access to the ScheduleDown Website immediately, without prior notice or liability, if you breach any terms of these Terms of Use or for any other reason. Without limiting the foregoing, ScheduleDown shall have the right to immediately terminate or suspend any of your passwords or accounts in the event ScheduleDown considers, in its sole discretion, any of your conduct to be unacceptable, or in the event you breach this Agreement. Notwithstanding the above, these Terms of Use will survive termination of this Agreement.
Any disputes arising out of or related to these Terms of Use and/or any use by you of the ScheduleDown Website shall be governed by the laws of England and Wales, without regard to its choice of law rules and without regard to conflicts of laws principles.
No waiver by either you or ScheduleDown of any breach or default or failure to exercise any right allowed under this Agreement is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under our Agreement. The section headings used herein are for convenience only and shall be of no legal force or effect. The provisions of these Terms of Use apply equally to and are for the benefit of ScheduleDown, its subsidiaries, affiliates, Partners and its third-party content providers and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf.
