Terms of Service

These Terms of Service (the "Terms") form a binding agreement between PowerBrix LLC, a limited liability company organised under the laws of Washington State, United States ("PowerBrix LLC", "we", "us" or "our"), and the individual or entity that accesses or uses CalZen ("you", "your" or "Customer"). They govern your access to and use of the CalZen websites, applications, application programming interfaces and related services (together, the "Service").

By creating an account, clicking to accept these Terms, or accessing or using the Service, you agree to be bound by them. If you do not agree, do not access or use the Service.

If you are entering into these Terms on behalf of a company, organisation or other legal entity, you represent that you have the authority to bind that entity, and references to "you" mean that entity. If you lack that authority, you must not accept these Terms or use the Service.

These Terms incorporate by reference our Privacy and Security notice, which describes how we handle personal data. Together they are the entire agreement between you and PowerBrix LLC in respect of the Service.

• "Account" means the registration through which you access the Service.
• "Customer Content" means all data, text, audio, video, recordings, transcripts, summaries, calendar information, booking details and other material that you or your Invitees submit to, or generate through, the Service.
• "Invitee" means any person who books a meeting through your scheduling page, or who attends a meeting that the Service records.
• "Free Plan" means any tier of the Service made available without payment of fees.
• "Paid Plan" means any tier of the Service for which fees are payable.
• "Notetaker" means the feature that sends an automated participant into a video meeting to record it and produce a transcript, summary and action items.
• "Order" means the plan, quantity of seats, billing period and fees you select when subscribing.
• "Subscription Term" means the billing period you have selected, whether monthly, annual or otherwise.
• "Third-Party Service" means any product or service not provided by us that you connect to or use with the Service, including calendar, conferencing, email and automation providers.

The Service is offered and made available solely for business, commercial and professional purposes. It is not offered for personal, family or household use.

By creating an Account you represent and warrant that: (a) you are at least 18 years of age and have the legal capacity to enter into a binding contract; (b) you are accessing and using the Service for business or professional purposes and not as a consumer; (c) you are not barred from using the Service under the laws of any applicable jurisdiction; and (d) all registration information you provide is accurate and kept current.

You are responsible for the accuracy of that representation. If you access the Service otherwise than for business purposes, you do so contrary to these Terms and without our authorisation, and we may suspend or terminate your Account.

Where mandatory law confers a right on you that cannot be excluded or limited by agreement, nothing in these Terms operates to exclude or limit that right, and the remainder of these Terms continues in full force to the maximum extent permitted.

You are responsible for all activity that occurs under your Account, including activity by anyone you permit to use it. You must keep your credentials confidential and must not share them.

You must notify us at team@calzen.io promptly on becoming aware of any unauthorised access to or use of your Account. We are not liable for loss arising from unauthorised use of your Account that occurs before you notify us.

You must not create an Account by automated means, create multiple Accounts to circumvent limits on the Free Plan, or use an Account previously suspended or terminated by us.

CalZen is scheduling software. It publishes your availability, allows Invitees to book time with you, synchronises with connected calendars, sends confirmations and reminders, and, where you enable it, sends the Notetaker into meetings to produce a recording, transcript, summary and action items.

The Service is offered on a Free Plan and on one or more Paid Plans. The features, usage limits, seat counts and prices applicable to each plan are those published on our website or set out in your Order at the time you subscribe, and may change in accordance with these Terms.

We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the term of these Terms, solely for your internal business purposes and subject to your compliance with these Terms. All rights not expressly granted are reserved.

Fees are exclusive of all taxes, levies and duties. You are responsible for all sales, use, value added, goods and services, withholding and similar taxes arising from your purchase, other than taxes based on our net income.

Where we are required to collect a tax from you, we will add it to your invoice. If you are exempt, you must provide valid documentation of that exemption before the charge, and the exemption applies only from the date we receive it.

If you are required by law to withhold any amount from a payment to us, you must increase the payment so that we receive the full amount invoiced.

We may change the fees for any plan. For a change that increases the fees applicable to your subscription, we will give you at least thirty days notice by email or through the Service before it takes effect.

A price change takes effect at the start of the next Subscription Term following the notice period. If you do not accept the new price, your remedy is to cancel before that term begins. Continuing to use the Service after the change takes effect constitutes acceptance of the new price.

Promotional pricing, discounts and introductory rates apply only for the period stated. When that period ends the subscription renews at the then-current standard rate unless we agree otherwise in writing.

If a payment fails or an amount is overdue, we may retry the charge, and we may suspend or restrict your access to the Service until payment is received. Suspension for non-payment does not relieve you of the obligation to pay the amounts due.

Overdue amounts accrue interest at the lesser of one and one half percent per month or the maximum rate permitted by law, from the due date until paid.

You are responsible for the reasonable costs of collection, including legal fees, incurred in recovering amounts you have not paid.

If an amount remains unpaid for thirty days, we may terminate your Account and delete Customer Content in accordance with the section on the end of the agreement.

As between you and us, you retain all right, title and interest in and to Customer Content. We claim no ownership of it.

You grant us a worldwide, non-exclusive, royalty-free, sublicensable licence to host, store, copy, transmit, display, adapt in format, and process Customer Content solely to the extent necessary to provide, secure, maintain and support the Service for you, and to comply with law. The sublicence extends only to the infrastructure and processing providers we use to operate the Service, each of which acts on our instruction. Those providers are listed on our Privacy and Security page.

We do not use Customer Content to train, fine-tune, develop or improve machine learning or artificial intelligence models, whether ours or anyone else's. We do not sell Customer Content and we do not disclose it for advertising purposes.

This licence terminates when the Customer Content is deleted from the Service, except that it continues for backup copies until those expire on their ordinary cycle, and for anything we are required by law to retain.

You represent and warrant that you have all rights, consents and permissions necessary to submit Customer Content to the Service and to grant the licence in this section, and that Customer Content does not infringe or misappropriate the rights of any third party.

The Service interoperates with Third-Party Services such as calendar, conferencing, email and automation providers. Connecting one is optional and is your decision.

Third-Party Services are governed by their own terms and privacy policies, not by these Terms. Your use of them is between you and the relevant provider. We do not control them and are not responsible or liable for them, for their availability, for their acts or omissions, or for any change they make to their functionality, pricing or interfaces.

When you authorise a connection, you instruct us to access and exchange data with that Third-Party Service on your behalf, and you confirm you have the right to do so. You may revoke a connection at any time from your account settings or from the provider's own controls.

A Third-Party Service may suspend, restrict, deprecate or withdraw its interface at any time. If that happens, the corresponding functionality in the Service may stop working. This does not constitute a failure of the Service, does not entitle you to a refund, and does not give rise to any liability on our part.

You must not, and must not permit any other person to:

• use the Service in violation of any applicable law, regulation or third-party right;
• record any person without the consents required by law;
• upload or transmit anything unlawful, defamatory, harassing, abusive, fraudulent, obscene, or that infringes intellectual property or privacy rights;
• upload or transmit malware, or anything designed to disrupt, damage or gain unauthorised access to any system;
• send unsolicited bulk email, spam or unlawful marketing through the Service, or use booking pages to harvest contact details;
• probe, scan or test the vulnerability of the Service, or breach or circumvent any authentication, rate limit or security measure, except under a written authorisation from us;
• access the Service to build a competing product, or to benchmark it for publication, without our prior written consent;
• reverse engineer, decompile or disassemble any part of the Service, or attempt to derive its source code, except to the extent that restriction is prohibited by law;
• resell, sublicense, rent, lease, timeshare or provide the Service as a service bureau to any third party, except as expressly permitted in your Order;
• use automated means to access the Service other than through interfaces we document and permit, or impose an unreasonable load on our infrastructure;
• remove, obscure or alter any proprietary notice, or, on any plan that requires it, remove attribution displayed on booking pages;
• use the Service to schedule, coordinate or record activity that is unlawful or that we reasonably determine presents a risk of harm.

We may investigate any suspected breach of this section and may report activity we reasonably believe to be unlawful to the relevant authorities.

You are responsible for your own compliance with all laws applicable to your use of the Service, including those governing recording and interception of communications, privacy and data protection, electronic marketing, employment and consumer protection.

Where you process personal data of Invitees or other individuals through the Service, you are the controller of that data and we act as your processor in respect of it. You are responsible for having a lawful basis for that processing, for providing any notice and obtaining any consent required, and for responding to requests from individuals about it.

You must not submit to the Service any special category or sensitive personal data, protected health information, payment card data, government identifiers, or data subject to sector-specific regulation, unless we have agreed in writing to receive it. The Service is not designed or certified for that data.

The Service, including its software, interfaces, designs, text, graphics, logos, and the CalZen and PowerBrix LLC names and marks, is owned by us or our licensors and is protected by intellectual property law. Nothing in these Terms transfers any ownership in it to you.

You may not use our names, logos or marks without our prior written consent, except to identify yourself factually as a user of the Service.

We may collect and use aggregated and de-identified data about how the Service is used, including counts, durations, error rates and feature usage, to operate, secure, analyse and improve the Service. This data does not identify you, your Invitees or the content of any meeting, and we do not publish it in any form that could.

If you send us suggestions, ideas, feature requests or other feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use and exploit it for any purpose without restriction, attribution or compensation. You are not obliged to send feedback, and you should not send anything you consider confidential.

Our handling of personal data is described in our Privacy and Security notice, which forms part of these Terms and identifies every third-party provider involved in operating the Service and what each one receives.

Where required, the data protection terms set out there govern our processing of personal data on your behalf, including the security measures we apply, the sub-processors we use, and the mechanism relied on for any international transfer.

Each party may receive information of the other that is marked confidential or that would reasonably be understood to be confidential. The receiving party must protect it with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisers who need it and are bound by comparable obligations.

These obligations do not apply to information that is or becomes public without breach, was known to the receiving party without obligation before disclosure, is independently developed without use of the disclosing party's information, or is lawfully received from a third party without restriction.

A party may disclose confidential information to the extent required by law or legal process, and where permitted will give the other party reasonable advance notice so that it may seek protective relief.

We aim to keep the Service available, but we do not guarantee that it will be uninterrupted, timely, secure or error-free. Unless a separate written service level agreement is in place with you, the Service carries no uptime commitment of any kind.

We may perform maintenance, which may make the Service temporarily unavailable. Where practicable we will schedule planned maintenance outside ordinary business hours and give notice through the Service, but we may perform emergency maintenance at any time without notice.

We may add, change, deprecate or remove features at any time. Where a change materially reduces the core functionality of a Paid Plan you are subscribed to, we will give at least thirty days notice, and your remedy is to cancel before the change takes effect.

The Service depends on connectivity, on conferencing and calendar platforms operated by others, and on the correctness of the information you and your Invitees provide. We are not responsible for a meeting that is missed, double-booked, not recorded or not delivered where the cause lies outside our systems.

You may stop using the Service at any time, and may cancel a Paid Plan as described in the section on fees.

We may suspend or terminate your access to the Service, in whole or in part, immediately and without liability, where: you breach these Terms; you fail to pay an amount when due; we reasonably believe your use is unlawful or presents a risk to us, to other users or to any third party; we are required to do so by law or by a provider on whom the Service depends; or you are on the Free Plan, for any reason and without cause.

Where the circumstances allow it, we will give notice before suspending a Paid Plan Account and an opportunity to remedy the breach. Where the risk requires immediate action, we may act first and notify afterwards.

We may terminate these Terms and discontinue the Service in its entirety on thirty days notice to you. If we do so, we will refund the unused portion of any fees you have prepaid for a Subscription Term extending beyond the termination date. This is the sole exception to the section on refunds.

On termination, your right to access the Service ends immediately and all amounts you owe become due.

You may export Customer Content at any time while your Account is active. After termination we will make Customer Content available for export for thirty days, unless we terminated for a breach involving unlawful use, in which case we may delete it immediately.

After that period we delete Customer Content in accordance with our Privacy and Security notice, other than anything we are required by law to retain and routine backups that expire on their ordinary cycle. Deleted content cannot be recovered.

The sections concerning fees already incurred, Customer Content warranties, recording responsibility, our intellectual property, feedback, confidentiality, the disclaimer of warranties, the limitation of liability, indemnification, dispute resolution, governing law, the time limit for claims, and these general terms survive termination.

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of Washington State, United States, without regard to its conflict of laws rules, and by the Federal Arbitration Act as to the arbitration agreement above.

For any dispute not subject to arbitration, and for any action to enforce an arbitral award, you and PowerBrix LLC submit to the exclusive jurisdiction of the state and federal courts located in Washington State, United States, and waive any objection to venue or forum non conveniens in those courts.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

We respond to notices of alleged copyright infringement. If you believe material on the Service infringes your copyright, send a notice to team@calzen.io that includes: your signature, physical or electronic; identification of the work claimed to be infringed; identification of the material and where it is located; your contact details; a statement that you have a good faith belief the use is not authorised; and a statement, under penalty of perjury, that the information is accurate and that you are the owner or authorised to act for the owner.

We may remove or disable access to material in response to a valid notice, and we may terminate the Accounts of repeat infringers.

The Service is subject to the export control and sanctions laws of the United States and other jurisdictions. You represent that you are not located in, ordinarily resident in, or organised under the laws of any country or region subject to comprehensive sanctions, and that you are not listed on any restricted party list maintained by the United States government or any other applicable authority.

You must not access or use the Service in violation of those laws, and must not make the Service available to any person or in any manner that would violate them.

We may amend these Terms. When we do, we will update the effective date at the top of this page and, where the change is material, give notice by email to the address on your Account or through the Service at least thirty days before it takes effect.

Your continued use of the Service after an amendment takes effect constitutes acceptance of the amended Terms. If you do not accept them, you must stop using the Service and may cancel as described in the section on fees. Cancelling because you do not accept an amendment does not entitle you to a refund.

A change to the arbitration section does not apply to any dispute of which we had notice before the change took effect.

You consent to receive communications from us electronically, including notices required by law, and agree that electronic communications satisfy any requirement that a communication be in writing.

We give notice to you at the email address on your Account, or through the Service. Notice is effective when sent. It is your responsibility to keep that address current and monitored.

You give notice to us at team@calzen.io. Notice to us is effective on receipt.

You may not assign or transfer these Terms or any right under them, by operation of law or otherwise, without our prior written consent. Any attempt to do so is void.

We may assign these Terms without restriction, including to an affiliate or in connection with a merger, acquisition, reorganisation or sale of all or substantially all of our assets. These Terms bind and benefit the parties and their permitted successors and assigns.

Neither party is liable for any failure or delay in performance, other than a failure to pay amounts due, caused by circumstances beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil unrest, government action, labour dispute, failure of the internet or of a telecommunications or hosting provider, power failure, cyber attack, or the act or omission of a Third-Party Service.

Entire agreement. These Terms, together with our Privacy and Security notice and any Order, are the entire agreement between you and us about the Service, and supersede all prior or contemporaneous understandings on the subject. Any purchase order or similar document you issue has no effect, and its terms are rejected, even if we acknowledge or accept it.

Severability. If any provision is held invalid or unenforceable, it is modified to the minimum extent necessary to make it enforceable, or severed if it cannot be, and the remaining provisions continue in full force.

No waiver. A failure or delay in exercising a right is not a waiver of it. A waiver is effective only if given in writing and only for the instance given.

No agency. Nothing in these Terms creates a partnership, joint venture, agency, franchise or employment relationship between the parties.

No third-party beneficiaries. These Terms confer no rights on any person who is not a party to them.

Headings. Headings are for convenience only and do not affect interpretation. The words "including" and "includes" are to be read as "including without limitation".

Language. These Terms are drawn up in English. Any translation is provided for convenience, and the English version governs.

PowerBrix LLC, a limited liability company organised under the laws of Washington State, United States, operates CalZen and is your counterparty under these Terms.

For questions about these Terms, for legal notices, and to opt out of arbitration, write to team@calzen.io.