PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE ESCHEDULEIT PLATFORM. This Terms of Service (together with all documents incorporated by reference herein, the "Agreement") is a legally binding contract between you and ESCHEDULEIT INC., a Florida limited liability company ("eScheduleIt," "we," "us," or "our"), governing your access to and use of the eScheduleIt platform and all related services. By accessing or using the Services, creating an account, or clicking "I Accept" or any similar button during the registration process, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to these terms, you must not access or use the Services.

1. DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

"Agreement" means this Terms of Service, together with the Privacy Policy, the AI Policy, and, where applicable, the Business Associate Agreement, each of which is incorporated herein by reference.

"AI Services" means the artificial intelligence-powered features and functionalities of the Services, including but not limited to the AI Chat Assistant, the Scheduler (encompassing the AI Phone Agent, AI SMS Agent, voice transcription, and AI-powered scheduling optimization), and related capabilities.

"Scheduler" means eScheduleIt's AI-powered scheduling agent, branded within the Services as "the Scheduler," which encompasses the AI Phone Agent, AI SMS Agent, AI Scheduling Optimization, and Voice Transcription capabilities described in the AI Policy.

"Business Associate" has the meaning ascribed to such term under HIPAA, as set forth in 45 CFR §160.103.

"Covered Entity" has the meaning ascribed to such term under HIPAA, as set forth in 45 CFR §160.103.

"Customer" means the organization, business, practice, or other legal entity that subscribes to the Services and on whose behalf Users access and use the platform.

"Customer Data" means all data, information, content, records, and materials submitted, uploaded, transmitted, or otherwise provided to or through the Services by or on behalf of Customer or any User, including but not limited to patient scheduling information, appointment records, contact information, and any Protected Health Information.

"HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act ("HITECH"), and all implementing regulations promulgated thereunder, including the Privacy Rule (45 CFR Part 160 and Subparts A and E of Part 164), the Security Rule (45 CFR Part 160 and Subparts A and C of Part 164), and the Breach Notification Rule (45 CFR Part 160 and Subparts A and D of Part 164), each as amended from time to time.

"Protected Health Information" or "PHI" has the meaning ascribed to such term under HIPAA, as set forth in 45 CFR §160.103, and includes electronic Protected Health Information ("ePHI") as defined therein.

"Services" means the eScheduleIt cloud-based healthcare scheduling platform and all related features, functionalities, tools, applications, and services provided by eScheduleIt, including but not limited to appointment scheduling and management, automated outreach via telephone and SMS, AI-powered features, calendar integrations, reporting and analytics, and resource management.

"Site" means the website located at <eschedule.it> and all subdomains thereof, including but not limited to web.eschedule.it and landing.eschedule.it.

"User" means any individual who accesses or uses the Services on behalf of a Customer, including but not limited to administrators, schedulers, clinicians, and other authorized personnel.

2. ACCEPTANCE OF TERMS

By accessing or using the Site, creating an account, or indicating acceptance through a checkbox or similar mechanism during the registration process, you represent and warrant that: (a) you have the legal capacity and authority to enter into this Agreement; (b) if you are accepting on behalf of a Customer, you are duly authorized to bind that Customer to this Agreement; and (c) you agree to be bound by this Agreement, the Privacy Policy, the AI Policy, and, for Customers that are Covered Entities or Business Associates, the Business Associate Agreement, each of which is incorporated herein by reference.

eScheduleIt reserves the right to modify this Agreement at any time. For material changes, eScheduleIt will provide at least thirty (30) days' prior notice by posting the revised Agreement on the Site or by sending notice to the email address associated with your account. Your continued use of the Services following the effective date of any such modification constitutes your acceptance of the modified Agreement. If you do not agree to any modification, your sole remedy is to discontinue use of the Services and terminate your account in accordance with Section 17 of this Agreement.

3. DESCRIPTION OF SERVICES

eScheduleIt provides a cloud-based software-as-a-service ("SaaS") platform designed for healthcare scheduling operations. The Services include, but are not limited to, the following features and functionalities:

(a) Appointment Scheduling and Management. Tools for creating, modifying, canceling, and managing patient and client appointments across multiple providers, locations, and service types.

(b) AI Chat Assistant. A GPT-powered conversational assistant that enables Users to interact with the platform using natural language for scheduling queries, data retrieval, and operational support.

(c) The Scheduler — Voice. The Scheduler is eScheduleIt's AI-powered scheduling agent. Its voice capability (the "AI Phone Agent") is an automated voice agent capable of placing and receiving telephone calls on behalf of Customer for appointment scheduling, confirmations, reminders, and related communications.

(d) The Scheduler — SMS. The Scheduler's SMS capability (the "AI SMS Agent") is an automated messaging agent that sends and receives text messages for appointment reminders, scheduling communications, and related outreach on behalf of Customer.

(e) The Scheduler — Optimization. AI-powered algorithms that analyze scheduling patterns and recommend optimized appointment configurations to improve efficiency and reduce gaps.

(f) Google Calendar Synchronization. Integration with Google Calendar to enable bidirectional synchronization of appointment data between the Services and external calendar systems.

(g) Reporting and Analytics. Tools for generating reports and analyzing scheduling data, utilization metrics, and operational performance indicators.

(h) Resource Management. Features for managing providers, locations, rooms, and other scheduling resources within the platform.

eScheduleIt reserves the right to modify, update, enhance, or discontinue any feature or functionality of the Services at any time, with or without notice. eScheduleIt will use commercially reasonable efforts to provide advance notice of material changes to the Services that may adversely affect Customer's use thereof.

4. ACCOUNT REGISTRATION AND SECURITY

(a) Registration. To access the Services, you must create an account by providing accurate, current, and complete registration information as prompted by the registration form. You agree to maintain and promptly update your account information to keep it accurate, current, and complete at all times.

(b) Eligibility. You represent and warrant that you are at least eighteen (18) years of age, that you have the legal capacity to enter into this Agreement, and that you are duly authorized to act on behalf of the Customer for which you are creating an account. The Services are intended for use by businesses and organizations and are not directed to consumers or individuals acting in a personal capacity.

(c) Account Security. You are solely responsible for maintaining the confidentiality of your account credentials, including your password, and for all activities that occur under your account. You agree to: (i) create a strong, unique password; (ii) not share your account credentials with any unauthorized person; (iii) immediately notify eScheduleIt at privacy@eschedule.it of any unauthorized use of your account or any other breach of security; and (iv) ensure that you log out of your account at the end of each session when accessing the Services from a shared or public device.

(d) Liability. eScheduleIt shall not be liable for any loss or damage arising from your failure to comply with the foregoing obligations. You acknowledge that you are fully responsible for all activities that occur under your account, whether or not authorized by you.

5. PERMITTED USE

The Services are made available solely for use by businesses and organizations engaged in legitimate healthcare scheduling operations. Customer and each User agree to use the Services only for their intended purpose and in compliance with all applicable federal, state, provincial, and local laws, rules, and regulations, including without limitation:

(a) the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), and all implementing regulations;

(b) the Personal Information Protection and Electronic Documents Act ("PIPEDA") and applicable provincial health information privacy legislation, including the Personal Health Information Protection Act, 2004 ("PHIPA"), for Canadian Customers;

(c) the Telephone Consumer Protection Act ("TCPA"), 47 U.S.C. §227, and all implementing regulations of the Federal Communications Commission, with respect to any automated calls or text messages initiated through the Services;

(d) Canada's Anti-Spam Legislation ("CASL"), S.C. 2010, c. 23, for Canadian Customers;

(e) all applicable state and provincial healthcare licensing and privacy regulations; and

(f) all other applicable laws governing the collection, use, disclosure, and protection of personal information and health information in the jurisdictions in which Customer operates.

Customer is solely responsible for obtaining all necessary consents, authorizations, and permissions required under applicable law before using the Scheduler or any other automated communication features of the Services to contact patients, clients, or other third parties.

6. CUSTOMER DATA OWNERSHIP AND ROLES

(a) Ownership. As between the parties, Customer retains all right, title, and interest in and to all Customer Data. Nothing in this Agreement shall be construed to transfer or assign any ownership rights in Customer Data from Customer to eScheduleIt. eScheduleIt acquires no right, title, or interest in Customer Data except for the limited rights expressly granted in this Agreement.

(b) License to Customer Data. Customer hereby grants eScheduleIt a limited, non-exclusive, non-transferable (except as provided herein), royalty-free license to access, use, copy, store, transmit, process, and display Customer Data solely to the extent necessary to: (i) provide, maintain, and improve the Services; (ii) comply with applicable law; and (iii) enforce this Agreement. This license terminates upon the earlier of the deletion of Customer Data or the termination of this Agreement, subject to any data retention obligations set forth herein or required by law.

(c) HIPAA Roles. For purposes of HIPAA and its implementing regulations, the parties acknowledge and agree that: Customer is the Covered Entity (or Business Associate, as applicable) with respect to Protected Health Information, and eScheduleIt is the Business Associate of Customer. eScheduleIt shall only create, receive, maintain, or transmit Protected Health Information on behalf of Customer in accordance with the terms of the Business Associate Agreement.

(d) Canadian Privacy Roles. For purposes of the Personal Health Information Protection Act, 2004 (PHIPA) and other applicable Canadian provincial health information legislation, the parties acknowledge and agree that: Customer is the Health Information Custodian, and eScheduleIt acts as an Agent of the Health Information Custodian. eScheduleIt shall process personal health information only in accordance with Customer's instructions and applicable Canadian law.

(e) Customer Responsibility. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. Customer represents and warrants that it has all necessary rights, consents, and authorizations to submit Customer Data to the Services and to grant eScheduleIt the rights set forth in this Section.

7. USER SUBMISSIONS AND FEEDBACK

(a) Submissions. Any content, information, or materials submitted by Customer or Users to or through the Services ("Submissions") shall be governed by the Privacy Policy. Customer retains all intellectual property rights in and to its Submissions, subject to the limited license granted to eScheduleIt in Section 6(b) of this Agreement.

(b) Aggregated and De-identified Data. Notwithstanding the foregoing, eScheduleIt may collect, use, and disclose aggregated, anonymized, and de-identified data derived from Customer Data that does not identify and cannot reasonably be used to identify any individual or Customer ("Aggregated Data") for purposes of service improvement, analytics, benchmarking, and product development. For the avoidance of doubt, Aggregated Data shall not constitute Customer Data, PHI, or personal information, and eScheduleIt shall own all right, title, and interest in and to all Aggregated Data.

(c) Feedback. If Customer or any User provides eScheduleIt with any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Services ("Feedback"), eScheduleIt shall be free to use, disclose, reproduce, license, and otherwise exploit such Feedback without restriction and without obligation of any kind to Customer or such User. Customer hereby irrevocably assigns to eScheduleIt all right, title, and interest in and to all Feedback.

(d) Prohibited Content. Customer and Users shall not upload, transmit, or otherwise submit to the Services any content that: (i) infringes or violates any third party's intellectual property, privacy, publicity, or other rights; (ii) contains expressions of hate, abuse, obscenity, pornography, or sexually explicit material; (iii) contains viruses, malware, or other harmful code; or (iv) could give rise to civil or criminal liability under applicable law.

8. PRIVACY

Your privacy is important to eScheduleIt. The Privacy Policy describes how eScheduleIt collects, uses, discloses, stores, and protects personal information and Customer Data in connection with the Services. The AI Policy describes how data is processed in connection with AI Services. By using the Services, you consent to the collection, use, and disclosure of your information as described in the Privacy Policy and the AI Policy. To the extent there is a conflict between this Agreement and the Privacy Policy with respect to data handling practices, the Privacy Policy shall control, except that with respect to PHI, the Business Associate Agreement shall control.

9. HIPAA BUSINESS ASSOCIATE AGREEMENT

For Customers that are Covered Entities or Business Associates under HIPAA: by accepting this Agreement, Customer agrees to the terms of the Business Associate Agreement (the "BAA"), the full text of which is available at eschedule.it/baa and is incorporated herein by reference pursuant to 45 CFR §164.504(e). The BAA governs eScheduleIt's obligations with respect to the creation, receipt, maintenance, and transmission of Protected Health Information on behalf of Customer in connection with the Services. This incorporation is effective upon Customer's acceptance of this Agreement and does not require separate execution. In the event of a conflict between this Agreement and the BAA with respect to the handling of Protected Health Information, the terms of the BAA shall control.

Customer acknowledges that it is solely responsible for determining whether it is a Covered Entity or Business Associate under HIPAA and for ensuring that the appropriate safeguards are in place for the protection of PHI in connection with its use of the Services.

10. AI SERVICES

(a) Overview. The Services include AI-powered features and functionalities as more fully described in the AI Policy. By using the Services, Customer acknowledges and agrees that certain features of the platform utilize artificial intelligence and machine learning technologies, including large language models provided by third-party providers.

(b) AI Policy. Use of the AI Services is subject to the AI Policy, which is incorporated herein by reference. The AI Policy describes the types of AI technologies used, how Customer Data is processed in connection with AI features, and the safeguards eScheduleIt implements to protect such data.

(c) No Medical Advice. THE AI SERVICES DO NOT PROVIDE MEDICAL ADVICE, CLINICAL RECOMMENDATIONS, DIAGNOSTIC ASSESSMENTS, OR TREATMENT SUGGESTIONS. The AI Services are designed solely to assist with scheduling operations and administrative tasks. Customer and Users shall not rely on the AI Services for any clinical decision-making. Customer is solely responsible for all clinical and medical decisions related to patient care.

(d) AI Limitations. Customer acknowledges that AI Services may produce inaccurate, incomplete, or inappropriate outputs. Customer is responsible for reviewing and verifying all AI-generated content, including but not limited to scheduling suggestions, communications drafted by AI agents, and any information provided by the AI Chat Assistant, before acting upon such output. eScheduleIt does not warrant the accuracy, completeness, or reliability of any output generated by the AI Services.

(e) Automated Communications. Customer acknowledges that the Scheduler initiates automated voice and SMS communications on behalf of Customer. Customer is solely responsible for ensuring compliance with the TCPA, CASL, and all other applicable laws governing automated communications, including obtaining all required consents from recipients prior to enabling automated outreach through the Services.

11. PROHIBITED USES

In connection with your access to and use of the Services, you agree not to, and shall not permit any User or third party to:

(a) access or use the Services for any purpose that is illegal, unauthorized, or beyond the scope of the intended use of the Services;

(b) use the Services to transmit, store, or process any data in violation of applicable law, including without limitation HIPAA, PIPEDA, PHIPA, and applicable state or provincial privacy laws;

(c) attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services through hacking, password mining, brute force, or any other means;

(d) engage in spidering, screen scraping, database scraping, harvesting of scheduling information, email addresses, or other personal information, or any other automated means of extracting data from the Services;

(e) interfere with, disrupt, or create an undue burden on the Services or the networks or systems connected to the Services, including without limitation by transmitting mass unsolicited messages or flooding servers with requests;

(f) upload, transmit, or distribute any viruses, worms, Trojan horses, ransomware, or other malicious code or harmful technology;

(g) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity;

(h) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, or structure of the Services or any component thereof;

(i) circumvent, disable, or otherwise interfere with any security features of the Services, including without limitation any features that prevent or restrict use, copying, or access;

(j) use the Services, or any data obtained from the Services, to develop, train, or improve any product or service that competes with the Services;

(k) sublicense, resell, rent, lease, transfer, assign, or otherwise make available the Services or any portion thereof to any third party, except as expressly permitted in this Agreement;

(l) use the Services to transmit any content that is hateful, threatening, abusive, defamatory, obscene, or otherwise objectionable;

(m) infringe or violate the intellectual property, privacy, publicity, or other proprietary rights of eScheduleIt or any third party; or

(n) encourage, assist, or enable any third party to do any of the foregoing.

eScheduleIt reserves the right to investigate and take appropriate legal action against any person or entity that, in eScheduleIt's sole discretion, violates this Section, including without limitation removing offending content, suspending or terminating the account of such violator, and reporting such activity to applicable law enforcement authorities.

12. INTELLECTUAL PROPERTY

(a) eScheduleIt's Rights. The Services, the Site, and all content, features, technology, software, documentation, materials, designs, interfaces, graphics, and other elements thereof (collectively, the "Materials") are and shall remain the exclusive property of eScheduleIt and its licensors, and are protected by copyright, trademark, patent, trade secret, and other intellectual property and proprietary rights under United States and international law. Copyright © 2026 ESCHEDULEIT INC. All rights reserved.

(b) Limited License. Subject to Customer's compliance with this Agreement, eScheduleIt hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for Customer's internal business purposes during the term of this Agreement. This license does not include the right to: (i) modify, adapt, translate, or create derivative works of the Services or the Materials; (ii) distribute, sublicense, rent, lease, or lend the Services to any third party; or (iii) copy or reproduce the Services or the Materials except as reasonably necessary to use the Services as contemplated herein.

(c) Trademarks. All trade names, trademarks, service marks, and logos displayed on the Site or in connection with the Services that are owned by eScheduleIt or its affiliates, whether registered or unregistered, may not be used in connection with any product or service that is not eScheduleIt's without the prior express written permission of eScheduleIt. All other trademarks, service marks, and trade names appearing on the Site are the property of their respective owners.

(d) Reservation of Rights. All rights not expressly granted herein are reserved to eScheduleIt and its licensors. No implied licenses are granted under this Agreement.

13. THIRD-PARTY INTEGRATIONS

(a) Third-Party Services. The Services may integrate with or provide access to third-party products, services, and platforms, including but not limited to:

(i) Google Calendar. The Services' integration with Google Calendar is subject to the Google API Services User Data Policy, including the Limited Use requirements. Customer's use of Google Calendar integration constitutes acceptance of Google's applicable terms of service.

(ii) Twilio. The Scheduler's voice and SMS features utilize Twilio's communications platform for voice and SMS services. Customer's use of these features is subject to Twilio's Acceptable Use Policy and applicable terms of service.

(iii) AI Providers. The AI Services utilize large language models and other AI technologies provided by third-party providers. The processing of Customer Data in connection with AI Services is described in the AI Policy.

(b) Disclaimer. eScheduleIt does not control and is not responsible for any third-party services, and eScheduleIt makes no representations or warranties regarding the availability, accuracy, reliability, or security of any third-party services. Customer's use of any third-party services is at Customer's sole risk and subject to the applicable terms and conditions of such third-party services. eScheduleIt shall not be liable for any loss or damage arising from Customer's use of or reliance on any third-party services.

14. SERVICE AVAILABILITY

(a) Availability. eScheduleIt will use commercially reasonable efforts to make the Services available on a continuous basis. However, the Services are provided on an "as available" basis, and eScheduleIt does not guarantee uninterrupted, timely, secure, or error-free access to the Services.

(b) Maintenance. eScheduleIt may perform scheduled and unscheduled maintenance on the Services from time to time, which may result in temporary interruptions or downtime. eScheduleIt will use commercially reasonable efforts to provide advance notice of scheduled maintenance that may materially affect the availability of the Services.

(c) Service Level Agreements. Unless otherwise agreed in a separate, written service level agreement between eScheduleIt and Customer, no specific uptime guarantee, response time commitment, or other service level is provided under this Agreement.

(d) Modifications. eScheduleIt reserves the right, at any time and from time to time, to modify, suspend, or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. Customer agrees that eScheduleIt shall not be liable to Customer or to any third party for any modification, suspension, or discontinuance of the Services.

15. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES

(a) DISCLAIMER OF WARRANTIES. THE SERVICES, THE SITE, AND ALL MATERIALS ARE PROVIDED TO CUSTOMER "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ESCHEDULEIT, ITS AFFILIATES, AND ITS LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ESCHEDULEIT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS. ESCHEDULEIT MAKES NO WARRANTY REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY OUTPUT GENERATED BY THE AI SERVICES.

(b) LIMITATION OF DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ESCHEDULEIT, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ESCHEDULEIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) CAP ON LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ESCHEDULEIT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (I) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO ESCHEDULEIT FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (II) ONE HUNDRED UNITED STATES DOLLARS (US $100.00).

(d) Jurisdictional Limitations. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. IN SUCH JURISDICTIONS, THE ABOVE EXCLUSIONS AND LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY THE LAWS OF SUCH JURISDICTIONS. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

(e) Essential Basis. Customer acknowledges that eScheduleIt has set its fees and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties set forth herein, and that such provisions form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers set forth in this Section are fair and reasonable.

16. INDEMNIFICATION

(a) Customer Indemnification. Customer agrees to defend, indemnify, and hold harmless eScheduleIt, its affiliates, and each of their respective officers, directors, employees, agents, licensors, and suppliers (collectively, the "eScheduleIt Indemnified Parties") from and against any and all claims, actions, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (i) Customer's or any User's use of or access to the Services; (ii) any breach or alleged breach of this Agreement by Customer or any User; (iii) any violation or alleged violation of applicable law by Customer or any User, including without limitation HIPAA, TCPA, PIPEDA, and PHIPA; (iv) any infringement or alleged infringement of any third party's intellectual property, privacy, publicity, or other rights by Customer or any User; (v) Customer Data or any use thereof; (vi) Customer's failure to obtain required consents or authorizations for automated communications; or (vii) any dispute between Customer and any third party, including but not limited to patients, clients, or other users of the Services.

(b) Indemnification Procedure. eScheduleIt shall provide Customer with prompt written notice of any claim for which indemnification is sought (provided that failure to provide such notice shall not relieve Customer of its indemnification obligations except to the extent that Customer is materially prejudiced by such failure). Customer shall have the right to control the defense and settlement of any such claim, provided that Customer shall not settle any claim that imposes any obligation or liability on eScheduleIt without eScheduleIt's prior written consent. eScheduleIt shall have the right to participate in the defense of any such claim at its own expense.

17. TERM AND TERMINATION

(a) Term. This Agreement is effective as of the date you first accept it (whether by accessing or using the Services, creating an account, or indicating acceptance during registration) and continues until terminated in accordance with this Section.

(b) Termination by Customer. Customer may terminate this Agreement at any time by providing written notice to eScheduleIt and ceasing all use of the Services. Termination shall be effective upon the expiration of the current billing period, unless otherwise agreed in writing.

(c) Termination by eScheduleIt. eScheduleIt may terminate this Agreement or suspend Customer's access to the Services: (i) immediately upon written notice if Customer breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof (or immediately if such breach is not capable of cure); (ii) immediately if Customer becomes the subject of a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors, or similar proceeding; or (iii) upon thirty (30) days' written notice for any reason or no reason.

(d) Effect of Termination. Upon termination of this Agreement: (i) all rights and licenses granted to Customer hereunder shall immediately terminate; (ii) Customer shall immediately cease all use of the Services; and (iii) each party shall return or destroy all Confidential Information of the other party in its possession.

(e) Customer Data Upon Termination. Upon Customer's written request made within thirty (30) days following termination, eScheduleIt shall make Customer Data available for export in a standard machine-readable format. After such thirty (30) day period, eScheduleIt may delete all Customer Data in its possession, except to the extent that retention is required by applicable law or the terms of the BAA. eScheduleIt shall confirm deletion in writing upon Customer's request.

(f) Survival. The following Sections shall survive any termination or expiration of this Agreement: Section 1 (Definitions), Section 6 (Customer Data Ownership and Roles), Section 7(b) (Aggregated and De-identified Data), Section 7(c) (Feedback), Section 12 (Intellectual Property), Section 15 (Limitation of Liability and Disclaimer of Warranties), Section 16 (Indemnification), Section 17(d)-(f) (Effect of Termination, Customer Data, Survival), Section 18 (Data Retention and Deletion), Section 19 (Cross-Border Data Transfers), Section 20 (Governing Law and Dispute Resolution), Section 23 (Severability and Waiver), Section 24 (Complete Agreement), and Section 25 (Contact).

18. DATA RETENTION AND DELETION

(a) Retention. eScheduleIt retains Customer Data for the duration of the Agreement and thereafter in accordance with its data retention schedule as described in the Privacy Policy. eScheduleIt may retain certain data as required by applicable law, regulation, or the terms of the BAA, or to resolve disputes, enforce this Agreement, or protect the rights of eScheduleIt or third parties.

(b) Export. Customer may request an export of Customer Data at any time during the term of this Agreement by submitting a written request to privacy@eschedule.it. eScheduleIt shall provide the requested data in a standard, machine-readable format within a commercially reasonable timeframe.

(c) Deletion. Customer may request deletion of Customer Data by submitting a written request to privacy@eschedule.it. eScheduleIt shall delete the requested data within a commercially reasonable timeframe, subject to: (i) any legal or regulatory retention requirements; (ii) the terms of the BAA; and (iii) any technical limitations (e.g., data contained in backup systems will be deleted in accordance with eScheduleIt's standard backup rotation schedule). eScheduleIt shall confirm deletion in writing upon completion.

19. CROSS-BORDER DATA TRANSFERS

(a) Data Location. Customer Data is stored and processed in the United States (US East region, hosted on Microsoft Azure). eScheduleIt does not maintain data centers in Canada.

(b) Canadian Customers. Canadian Customers acknowledge and consent to the transfer, storage, and processing of Customer Data, including personal information and personal health information, outside of Canada to the United States. Customer acknowledges that Customer Data stored in the United States may be accessible to law enforcement and national security authorities of the United States under applicable United States law, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act) and the Clarifying Lawful Overseas Use of Data Act of 2018 (CLOUD Act).

(c) Safeguards. eScheduleIt implements administrative, technical, and physical safeguards designed to protect Customer Data in a manner comparable to the protections required under PIPEDA and applicable provincial privacy legislation. For additional details regarding eScheduleIt's data protection practices, please refer to the Privacy Policy.

(d) Customer Obligations. Canadian Customers are solely responsible for: (i) determining whether the transfer of personal information or personal health information outside of Canada is permitted under applicable provincial legislation; (ii) providing any notices required to be given to individuals regarding the transfer of their data outside of Canada; and (iii) obtaining any consents required under applicable law for such transfer.

20. GOVERNING LAW AND DISPUTE RESOLUTION

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of laws principles.

(b) Jurisdiction. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be subject to the exclusive jurisdiction of the federal and state courts located in Broward County, Florida. Each party hereby irrevocably submits to the personal jurisdiction of such courts and waives any objection to the laying of venue in such courts, including any objection based on the doctrine of forum non conveniens.

(c) Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.

(d) Equitable Relief. 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, confidential information, or other proprietary rights.

21. DMCA / COPYRIGHT

(a) Respect for Intellectual Property. eScheduleIt respects the intellectual property rights of others and requires that all Users and Customers do the same. eScheduleIt will respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act of 1998 ("DMCA"), 17 U.S.C. §512, and other applicable intellectual property laws.

(b) DMCA Notification. If you believe that content available on or through the Services infringes your copyright, please submit a notification pursuant to the DMCA by providing the following information in writing to eScheduleIt's designated copyright agent:

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed;

(ii) A description of the copyrighted work that you claim has been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;

(iii) A description of the material that you claim is infringing and the location of such material on the Services, with sufficient detail to enable eScheduleIt to locate it;

(iv) Your name, address, telephone number, and email address;

(v) A statement by you that you have a good faith belief that the disputed use of the material is not authorized by the copyright owner, its agent, or the law; and

(vi) A statement by you, made under penalty of perjury, that the information in your notification is accurate and that you are the copyright owner or are authorized to act on behalf of the copyright owner.

(c) Copyright Agent. eScheduleIt's designated agent for notice of claims of copyright infringement may be contacted at: privacy@eschedule.it.

(d) Counter-Notification. If you believe that content that was removed or to which access was disabled is not infringing, or that you have authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content, you may send a counter-notification to the copyright agent containing: (i) your physical or electronic signature; (ii) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (iii) a statement under penalty of perjury that you have a good faith belief that the content was removed or disabled as a result of mistake or misidentification; and (iv) your name, address, telephone number, and a statement that you consent to the jurisdiction of the federal court located in Broward County, Florida.

(e) Repeat Infringers. eScheduleIt reserves the right, in its sole discretion, to terminate the account of any User or Customer who is determined to be a repeat infringer.

22. CHANGES TO TERMS

eScheduleIt reserves the right to modify, amend, or update this Agreement at any time. For material changes, eScheduleIt will provide at least thirty (30) days' prior notice by: (a) posting the revised Agreement on the Site with a revised "Last Updated" date; (b) sending an email notification to the address associated with Customer's account; or (c) providing notice through the Services. Non-material changes may take effect immediately upon posting. Customer's continued use of the Services following the effective date of any modification constitutes Customer's acceptance of the modified Agreement. Customer is encouraged to review this Agreement periodically by checking the "Last Updated" date at the top of this page.

23. SEVERABILITY AND WAIVER

(a) Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties' original intent, or if such modification is not possible, such provision shall be severed from this Agreement. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions of this Agreement, which shall continue in full force and effect.

(b) Waiver. No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. Any waiver must be in writing and signed by the waiving party to be effective.

(c) Headings. The headings and section titles in this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of any provision of this Agreement.

24. COMPLETE AGREEMENT

(a) Entire Agreement. This Agreement, together with the Privacy Policy, the AI Policy, and, where applicable, the Business Associate Agreement, constitutes the entire agreement between Customer and eScheduleIt with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, with respect to such subject matter; provided, however, that nothing in this Agreement shall supersede or modify the terms of any separately executed written contract between Customer and eScheduleIt (including any Sales Order, Order Form, or Subscription Agreement) to the extent such contract expressly states that it supersedes this Agreement.

(b) Modification. No modification of this Agreement shall be binding unless made in writing and signed by the party against whom enforcement is sought, except that eScheduleIt may modify this Agreement as set forth in Section 22.

(c) Assignment. Customer may not assign, transfer, or sublicense this Agreement or any rights or obligations hereunder without the prior written consent of eScheduleIt. eScheduleIt may freely assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

(d) Third-Party Beneficiaries. This Agreement does not confer any rights or remedies upon any person or entity other than the parties hereto and their respective successors and permitted assigns.

25. CONTACT

If you have any questions, concerns, or requests regarding this Agreement, your account, or the Services, please contact us through the following channels:

Privacy and Compliance Inquiries:
privacy@eschedule.it

General Inquiries:
Contact Us Form

Mailing Address:
ESCHEDULEIT INC.
Plantation, Florida
United States of America

Last Updated: March 22, 2026

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Related Documents

• Privacy Policy
• AI Policy
• HIPAA Business Associate Agreement