Beta Terms of Use

Effective Date: March 8, 2024

Thank you for joining Calendly’s beta launch! These Beta Terms of Use ("Beta Terms") are incorporated into any existing and currently valid agreements between us (either the Customer Terms or MSA, and any other applicable governing documents referenced therein, such applicable terms, collectively, the “Applicable Terms”)) and govern your use of certain Calendly features which may be designated by Calendly as experimental, pilot, limited release, in development, developer preview, or early access (“Beta Services”).  Any capitalized terms not defined herein shall have the meanings associated with them in the Definitions.  

BY ACCESSING OR USING THE BETA SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPT THESE BETA TERMS; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE BETA TERMS ON BEHALF OF YOURSELF OR YOUR ENTITY AND (C) AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

PROVISION

Calendly hereby grants you a limited, non-exclusive, non-transferable (except in compliance with your express assignment rights under Section 16(c) of the Customer Terms, or in the MSA, as applicable), non-sublicensable right for a limited time period as solely determined by Calendly (the "Beta Trial Period") to access and use the Beta Services for the number of Authorized Users that Calendly permits to access and use the Beta Services. You will not use the Beta Services for any purpose other than evaluating and testing such Beta Services. The Beta Trial Period may be extended or ended earlier at the sole discretion of Calendly. Upon expiration or earlier termination of the Beta Trial Period, you shall immediately discontinue use of the Beta Services.

SUPPORT

Calendly has no obligation under these Beta Terms to provide support, maintenance, upgrades, modifications, or new releases of the Beta Services to you and may discontinue the Beta Services at any time in Calendly’s sole discretion. 

FEEDBACK

If you send or transmit any Feedback, you understand that Calendly may, in connection with the Beta Services, freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on Intellectual Property Rights or otherwise. Nothing in these Beta Terms limit our right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise. You are not required to submit Feedback and Calendly understands that any Feedback you provide is provided “as-is;” and Calendly will not publicly identify you as the source of Feedback without your prior written permission. 

NON-DISCLOSURE

You acknowledge and agree that in permitting access to and use of the Beta Services, Calendly will be disclosing to you certain confidential, proprietary and/or trade secret information (“Confidential Information”). Such Confidential Information shall include, without limitation, any know-how, trade secrets, computer programs, source code, flowcharts, diagrams, manuals, schematics, development tools, specifications, design documents, marketing information, financial information, business plans or reports. You agree to not, without the express prior written consent of Calendly, disclose any Confidential Information or any part thereof to any third party, except to the extent that such Confidential Information (a) is or becomes generally available to the public through any means other than as a result of any act or omission by you; (b) is rightfully received by you from a third party that is not subject to any obligation of confidentiality with respect thereto and without limitation as to its use; or (c) is independently developed by you without any reliance on any Confidential Information.  

At the expiration or termination of the Beta Trial Period or at any time by request of Calendly, you will return all Confidential Information in your possession to Calendly. You also agree that you will not duplicate, translate, modify, copy, print, disassemble, decompile or otherwise tamper with the Beta Services or any Confidential Information. 

DISCLAIMER OF WARRANTIES

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE APPLICABLE TERMS, (I) THE BETA SERVICES ARE PROVIDED "AS IS" AND CALENDLY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CALENDLY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE; AND (II) CALENDLY MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. NO REPRESENTATIONS OR WARRANTIES STATED IN THE APPLICABLE TERMS WILL APPLY TO THE BETA SERVICES. 

LIMITATIONS OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE APPLICABLE TERMS, (I) IN NO EVENT WILL CALENDLY BE LIABLE UNDER OR IN CONNECTION WITH THESE BETA TERMS  UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER CALENDLY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE; AND (II) IN NO EVENT WILL CALENDLY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS BETA TERMS OF USE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED $100. 

NO INDEMNITY

Notwithstanding anything to the contrary in the Applicable Terms, Calendly will have no obligation to indemnify you for any reason in connection with the Beta Services.

ENTIRE AGREEMENT

These Beta Terms, together with the Customer Terms or your valid, executed MSA, constitute the sole and entire agreement of the Parties with respect to the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of a conflict between the Customer Terms or MSA and these Beta Terms, the Beta Terms shall control with respect to the Beta Services.  Except for the express terms stated herein, the applicable Customer Terms or your MSA shall continue to remain in full force and effect.