These Customer Terms govern access to and use of CalendNow by the Customer accepting them. The contracting provider is Software Programming Group LLC, organized in New Jersey, with its business address at 5 Independence Way, Suite 300, Princeton, New Jersey 08540, United States (Provider). CalendNow is a product of the Provider. The person accepting for an organization represents that they have authority to bind that organization. If they lack that authority, they must not establish or purchase its account.
The Agreement takes effect when the Customer affirmatively accepts these Terms through the registration or purchase process or signs an Order incorporating them. Definitions in document 1.1 apply. Mandatory rights that cannot lawfully be excluded remain unaffected.
1. Contract scope and priority
1.1 The Agreement includes the accepted Order, these Terms, Definitions, Acceptable Use Policy, Subscription Billing Cancellation and Refund Policy, applicable Industry Specific Supplemental Terms, and the DPA for Customer Personal Data. Beta Terms apply only to elected Beta Services. The Privacy Notice describes the Provider’s independent processing; it is not a general consent instrument.
1.2 Mandatory law and applicable executed standard contractual transfer clauses prevail. The DPA prevails on processing of Customer Personal Data. A signed master agreement expressly replacing these Terms governs its stated scope. A signed Order may expressly vary a commercial provision by identifying the affected provision. Subject to the foregoing, applicable Industry Specific Supplemental Terms prevail for their subject matter, followed by these Terms and then other incorporated policies. An invoice, purchase order, or click-through term supplied unilaterally by the Customer does not alter the Agreement.
2. Eligibility and account responsibility
2.1 Account holders and Authorized Users must be at least 18 and legally able to enter the relevant arrangement. The Customer must provide accurate registration and billing information and keep it current. Each Authorized User must use their own credentials within the purchased entitlement. The Customer is responsible for appointing and removing its users and assigning permissions appropriately.
2.2 The Customer must protect passwords, integration authorizations, SMTP credentials, and recovery methods; use available security controls appropriately; and promptly report suspected compromise through security@calendnow.ai. The Provider will apply its documented recovery process and may require reasonable evidence of authority before changing account control.
2.3 Authorized Administrators may manage members, roles, workspaces, teams, booking rules, and Customer Data within their permissions. The Customer must inform personnel about organizational monitoring and account administration. An email domain alone is not conclusive proof of ownership or authority. The Provider may pause disputed administrative changes pending reasonable verification.
3. Provision and use of the Services
3.1 During the Subscription Term, the Provider grants the Customer a limited, nonexclusive, nontransferable right to access the purchased Services for its lawful operations and permit Authorized Users and Participants to use relevant functions. The Customer must not resell access, circumvent purchased limits, or make the Services available as an unauthorized competing platform.
3.2 Features may include event types, availability rules, time-zone handling, booking links, group events, single-use links, organizational scheduling, round robin, contact records, email workflows, billing records, and supported meeting integrations, to the extent available under the Plan. The Order and released Documentation determine availability. Roadmaps and discussions of future functionality are not delivery commitments.
3.3 The Provider may maintain or improve the Services. It will not materially reduce core purchased functionality during a prepaid term without offering a reasonably equivalent alternative or allowing termination of the affected Services with a proportionate refund of unused prepaid Fees. Temporary security measures, lawful restrictions, and third-party changes are addressed under the relevant provisions of the Agreement.
4. Scheduling and communications
4.1 The Customer controls availability, event capacity, buffers, notice periods, booking windows, team assignment, and event descriptions. It must review time-zone and daylight-saving effects, integration settings, and important bookings. The Provider does not guarantee that every conflict, incorrect entry, no-show, delayed notification, or third-party synchronization error will be prevented.
4.2 The Host is responsible for conducting its meetings and professional services, confirming cancellations, and disclosing its separate appointment conditions. CalendNow is not a party to that professional-services relationship. A booking confirmation does not guarantee the Host’s attendance or the suitability of its advice.
4.3 The Customer must have lawful authority to send notifications and follow-up messages and must distinguish transactional messages from marketing. A booking does not automatically authorize unrelated promotional messages. Where the Customer configures SMTP, it is responsible for the server account, sender authorization, authentication settings, recipient permissions, and third-party charges. The Provider remains responsible for its own performance and processing obligations.
4.4 The Customer must protect public and single-use links appropriately. Single use does not mean that a link is an identity verification measure. Group invitations, external calendars, or meeting providers may expose names, addresses, or attendance to others depending on settings; the Host must assess and disclose those effects.
5. Customer Data and privacy
5.1 As between the parties, the Customer retains rights in Customer Data. It grants the Provider only the rights necessary to host, transmit, process, secure, support, and deliver the Services under the Agreement and documented instructions. This provision does not transfer ownership of Customer Data or grant a general right to sell it or train general-purpose AI models on it.
5.2 The Customer must ensure that collection, instructions, disclosures, and its use of Customer Data are lawful. It must provide required notices and obtain any legally necessary permissions. It must minimize sensitive information in booking forms, titles, and notifications. The Provider remains accountable for obligations directly applicable to its own activities.
5.3 The DPA governs processing on behalf of the Customer. The Privacy Notice governs the Provider’s independently determined processing, such as billing, account relationships, and website security. The Customer must not submit prohibited regulated data under the Industry Specific Supplemental Terms without the required written arrangement.
6. Third party services
6.1 A Customer may connect supported Third Party Services, including Google Meet, Microsoft Teams, Zoom, or Vitel Meet when enabled. It authorizes the data exchanges and permission scopes necessary for the selected functionality. Third-party accounts, licenses, and separate terms may be required. The Customer may revoke a connection through available settings and the third party’s controls.
6.2 The Provider does not control independent third-party availability or terms. It may change or discontinue a connection when required by a provider change, security concern, or law, with reasonable notice when practicable. This does not excuse the Provider’s own breach or its responsibility for subprocessors. Removal of a connection does not automatically delete data already held by the third party.
7. Fees and subscription renewal
7.1 The Customer will pay Fees, currency, applicable transaction taxes, and billing frequency displayed in the accepted Order. The Provider is responsible for taxes on its own income. Undisclosed charges will not be imposed merely because a plan or policy later changes. Payment processing details appear in the payment interface and Privacy Notice.
7.2 A subscription renews automatically only where the Order clearly identifies recurring billing and the Customer validly authorizes it. The renewal period and price or pricing method must be disclosed before purchase. The Provider will give required renewal and price-change notices and obtain any additional consent required by law. Cancellation and plan changes follow document 1.6.
7.3 The Customer authorizes charges for agreed amounts through the selected payment method. It must promptly report billing errors to billing@calendnow.ai. Good-faith disputed amounts will be investigated; the Customer must pay undisputed amounts when due. The Provider may suspend for material nonpayment after written notice and at least ten days to resolve the undisputed overdue amount, unless law requires a longer period.
8. Confidentiality and security
8.1 Each party will protect the other’s Confidential Information with reasonable care, use it only for the Agreement, and disclose it only to personnel and service providers who need it and are bound by suitable confidentiality duties. Information is not confidential to the extent independently developed, lawfully received without restriction, already known without obligation, or publicly available without breach.
8.2 A legally compelled disclosure is permitted only to the required extent. The receiving party will provide lawful advance notice and reasonable assistance, at the disclosing party’s expense, in seeking protection. Confidentiality obligations continue for three years after termination, and for trade secrets and protected personal data for as long as their applicable protection continues.
8.3 The Provider will maintain safeguards appropriate to the nature and risk of the processing as specified in the completed DPA security schedule. The Customer will secure its own endpoints and credentials. No security statement establishes an absolute guarantee against compromise or substitutes for the binding DPA.
9. Ownership and feedback
9.1 The Provider and its licensors retain rights in Provider Materials. The Customer must not remove proprietary notices, copy or modify the Services outside granted rights, or reverse engineer them except to the extent a nonwaivable law permits. No restriction prevents lawful interoperability activity protected by mandatory law.
9.2 The Customer may provide voluntary feedback. The Provider may use that feedback without payment to improve its products, excluding Customer Personal Data and the Customer’s Confidential Information unless separately authorized. Neither party may use the other’s name or logo for publicity without prior written permission, apart from factual disclosures required by law.
10. Suspension and termination
10.1 The Provider may restrict only the access reasonably necessary to address a material security risk, unlawful use, material breach, or binding legal demand. Where practicable it will give notice, describe the reason, and allow correction. It may act immediately when delay would materially increase harm or violate law. It will restore access when the basis for suspension is resolved.
10.2 Either party may terminate for a material breach not cured within 30 days after written notice describing it. Immediate termination is permitted for a breach incapable of cure, unlawful continued performance, or insolvency to the extent legally permitted. The Customer may cancel renewal as described in document 1.6 without asserting breach.
10.3 If the Customer terminates for the Provider’s uncured material breach, or the Provider ends paid Services for convenience, the Provider will refund prepaid Fees allocable to the unused affected term. Other refunds follow the billing policy and mandatory law. Accrued payment obligations and clauses intended to survive remain effective.
11. Data after termination
11.1 The Customer may request an available standard-format export within 30 days after termination, unless it has instructed earlier deletion or law prohibits access. The Provider need not reactivate a compromised environment to deliver it. The DPA governs return, deletion, legally required retention, and backup expiry for Customer Personal Data. The Customer should retrieve information before closing an account.
11.2 Account deletion, cancellation of renewal, removal of a member, disconnection of an integration, and deletion of a specific booking are different actions. The interface or support response will identify the requested action and its consequences. Independent billing and legal records may be retained under the Privacy Notice even when Customer Data is deleted.
12. Warranties and remedies
12.1 Each party warrants that it has authority to enter the Agreement. The Provider warrants that paid Services will materially conform to their applicable Documentation and that it will use reasonable professional care in providing them. The Customer must give reasonably detailed notice of a claimed nonconformity so the Provider can investigate.
12.2 The Provider will use reasonable efforts to correct a verified material nonconformity. If it cannot do so within 30 days after notice, the Customer may terminate the affected Services and receive a proportionate refund of unused prepaid Fees. This remedy does not limit nonwaivable statutory remedies or the express remedies for breach of data-protection obligations.
12.3 Except for express commitments and rights that cannot be excluded, the Services are provided as available, without implied warranties of merchantability, fitness for a particular purpose, or noninfringement. The Provider does not promise uninterrupted operation, flawless scheduling, or any particular commercial result. Beta Services are governed by their specific terms.
13. Third party claims
13.1 The Provider will defend the Customer against a third-party claim that the purchased, unmodified Services, used as authorized, infringe that party’s copyright, patent, or trademark, and pay amounts finally awarded or agreed in settlement. This does not cover a claim caused by Customer Data, unauthorized modification, use with an item not supplied or required by the Provider where the claim would otherwise not arise, or continued challenged use after a suitable noninfringing alternative is supplied.
13.2 The Provider may procure continued rights, modify or replace the affected function without materially reducing its utility, or terminate that function and refund unused prepaid Fees if the other options are not commercially reasonable. This is the contractual remedy for an infringement claim, subject to mandatory law and liabilities not excludable under section 14.
13.3 The Customer will defend the Provider against third-party claims arising from Customer Data that infringes rights or from the Customer’s unlawful use of the Services, and pay amounts finally awarded or agreed in settlement, excluding claims caused by the Provider’s breach, negligence, or unlawful conduct.
13.4 The indemnified party must promptly notify the other, permit reasonable control of the defense, and cooperate at the defending party’s expense. Delay relieves obligations only to the extent it materially prejudices the defense. No settlement may admit fault, impose nonmonetary duties, or fail to release the indemnified party without its written consent, not unreasonably withheld.
14. Liability allocation
14.1 To the extent permitted by law, neither party is liable for indirect, special, punitive, or consequential loss, or lost profits or business opportunity, arising from the Agreement. This exclusion does not eliminate amounts payable to a third party under an express indemnity or reasonable direct costs of investigating, containing, and remediating a breach for which the party is responsible.
14.2 Each party’s aggregate liability arising from the Agreement is limited to the greater of USD 100 or Fees paid or payable for the affected Services during the 12 months before the first event giving rise to liability. For a party’s breach of confidentiality or data-protection obligations and the Provider’s section 13.1 indemnity, the aggregate cap is twice that amount, rather than an additional cumulative cap.
14.3 These limits do not apply to fraud, willful misconduct, liability for death or personal injury caused by negligence, the Customer’s unpaid agreed Fees, or liability that applicable law forbids limiting. Statutory rights of individuals under privacy laws and mandatory transfer clauses are not reduced by the parties’ allocation of liability. All claims from the same or related events are aggregated rather than creating separate caps per claim.
15. Disputes and governing law
15.1 A party should first send a written dispute notice to the other’s notice contact and allow 30 days for good-faith resolution. This process does not prevent urgent protective relief, a regulatory complaint, or action needed to preserve a legal deadline.
15.2 Subject to mandatory law, the Agreement is governed by the laws of the State of New Jersey, United States of America, excluding its conflict-of-laws rules, and disputes shall be brought exclusively in the state courts located in Mercer County, New Jersey, or the United States District Court for the District of New Jersey, as applicable. This clause does not deprive a consumer of mandatory protections or a forum available under applicable consumer law. No arbitration or class-action waiver is created by this Agreement.
16. General provisions and changes
16.1 The Provider will give at least 30 days’ notice of material changes to these Terms. Materially adverse changes to a prepaid paid term apply at renewal unless required earlier by law, necessary to address a serious security risk, or expressly accepted by the Customer. Where an earlier change materially affects purchased use and law permits, the Customer may terminate the affected Services and receive unused prepaid Fees. Nonmaterial clarifications may take effect on publication without changing accrued rights.
16.2 Neither party may assign the Agreement without the other’s consent, except to a successor in a merger, reorganization, or sale of substantially all relevant assets that assumes the obligations. An assignment must not reduce applicable data-protection safeguards. Neither party is liable for delay caused by circumstances beyond reasonable control if it mitigates the effects and resumes promptly; this does not excuse payment for Services already supplied or mandatory data-protection duties.
16.3 The Agreement is the entire agreement for its subject matter. If a provision is unenforceable, the remainder continues to the extent lawful. A waiver must be explicit and applies only to the stated instance. The parties are independent contractors. No third party has contractual rights except as expressly provided in the DPA or mandatory law.
16.4 Legal notices to the Provider must be sent to legal@spgamerica.com and, where formal service is required, 5 Independence Way, Suite 300, Princeton, New Jersey 08540, United States. Notices to the Customer may be sent to its designated account or contract contact. Routine notices may appear in the account, but a passive posting alone is not sufficient when direct notice or consent is legally required.