Terms of Service

Free Trial: New accounts receive a 7-day free trial. No charge is made during the trial period.

Subscription and Auto-Renewal: After the trial, your subscription automatically renews on a monthly basis at the plan rate you selected ($399 or $999 per month). At checkout, you provide separate, express informed consent to this auto-renewal in a standalone affirmative step (checkbox not pre-selected) before payment details are submitted. By providing that consent, you authorize EquaSched (through Paddle) to charge your payment method on a recurring monthly basis until you cancel.

Record of Consent. We retain the date, time, plan selected, and version of the consent language for the duration of your subscription and three (3) years thereafter, available to you on request.

Pre-Charge Reminder: We will remind you at least three (3) business days before your free trial converts to a paid subscription, by email and as an in-app banner shown on your next login before conversion. The reminder identifies: (i) the date your trial ends; (ii) the exact charge amount and currency; (iii) the billing interval; (iv) a direct link to cancel; and (v) Paddle as the payment processor.

Cancellation (Click-to-Cancel): You may cancel your subscription at any time, online and self-service, from your account dashboard at Account > Billing > Manage / Cancel subscription, which opens the Paddle Customer Portal. Cancellation requires no phone call, no chat session, no email, and no additional steps beyond confirming your decision. The cancellation mechanism is at least as simple as the mechanism by which you signed up.

Effect of Cancellation. Upon cancellation, access to paid features continues through the end of the current paid billing period. We submit a stop-renewal request to Paddle immediately upon cancellation so that no further recurring charges are initiated, except for any charge already in processing at the time of cancellation. Trial cancellations stop conversion to the paid plan immediately and end trial access at the end of the trial period.

Refund Policy: We offer a 14-day refund window measured from the date of your first paid charge (i.e., the day your free trial converts to a paid subscription). After 14 days, no refunds are issued for partial months, except where required by applicable law or where EquaSched has materially failed to provide the Service.

Price changes: We will notify you by email at least 30 days before any price increase. If you do not wish to accept a price increase, you may cancel before the effective date and receive a pro-rata refund of any pre-paid period that falls after the effective date.

Taxes: Prices are exclusive of applicable taxes. Where Paddle acts as merchant of record, applicable sales tax, VAT, or GST is collected by Paddle. Customer is otherwise responsible for any taxes arising from use of the Service.

Customer data: Customer retains all rights, title, and interest in data entered into the Service (clinic information, staff records, schedules). EquaSched receives a limited, non-exclusive license to host, process, and use Customer data solely to provide and improve the Service.

EquaSched intellectual property: EquaSched retains all rights, title, and interest in the software, scheduling algorithms, platform technology, user interface, and all improvements thereto. Nothing in these Terms transfers any EquaSched intellectual property rights to Customer.

Data Processing Addendum (applies to all Customers). The Data Processing Addendum (DPA) available at /dpa is incorporated into these Terms by reference and applies regardless of Customer's location. The DPA includes an EU / UK Annex (for EEA/UK personal data) and a US State Privacy Addendum (CPRA service-provider and equivalent processor contracts for Colorado, Connecticut, Virginia, Texas, Oregon, Tennessee, Indiana, Maryland, and other US states with comprehensive privacy laws as defined in the DPA Part B), each binding on EquaSched without further signature. Where Customer provides personal data of its staff or other individuals to the Service, EquaSched will process such personal data as Customer's processor or service provider, as those terms are used in applicable privacy laws, will not sell or share it, will not use it for unrelated purposes, and will assist Customer with privacy rights requests as reasonably necessary.

Data export: Customer may export their data at any time while the account is active in standard machine-readable formats (CSV or JSON). After termination, Customer has 30 days to request a final data export, which EquaSched will deliver within five (5) business days of request.

Retention and deletion: Live production Customer data is deleted from active systems within ninety (90) days following the later of (i) account deletion or (ii) the end of the 30-day post-termination export window. Encrypted backups containing Customer data are rotated and overwritten within an additional 90 days. EquaSched retains limited account, billing, and transaction records for up to seven (7) years to satisfy tax, accounting, and audit obligations, and to defend against legal claims. Detailed retention periods by data category are described in the Privacy Policy.

Security and breach notification: EquaSched implements safeguards described in DPA Annex II. In the event of a confirmed data breach affecting Customer data, EquaSched will notify Customer's designated administrator without unreasonable delay and in any event within seventy-two (72) hours after confirmation, and will reasonably assist Customer with notifications to affected individuals, consumers, and regulators as required by applicable law and as set out in the DPA. Where EquaSched acts as Customer's processor or service provider, Customer (not EquaSched) is responsible for direct notifications to affected data subjects and supervisory authorities.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EQUASCHED'S TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR ALL CLAIMS ARISING UNDER OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO EQUASCHED IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL EQUASCHED BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF EQUASCHED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Carve-outs. The limitations in this Section 8 do not apply to, and do not cap: (a) Customer's payment obligations; (b) Customer's indemnification obligations under Section 10; (c) either party's liability for fraud, willful misconduct, or gross negligence; or (d) EquaSched's intellectual-property indemnification under Section 10(b), which is subject to a separate cap equal to fees paid in the preceding 12 months.

(a) Customer Indemnity. Customer agrees to indemnify, defend, and hold harmless EquaSched and its officers, employees, and agents from any claims, damages, losses, and expenses (including reasonable legal fees) arising from: (i) Customer's violation of these Terms; (ii) Customer's use of the Service in violation of applicable law; (iii) Customer's input of PHI or consumer health data in violation of Section 4; or (iv) Customer's content, including any third-party claim that such content infringes intellectual property or privacy rights.

(b) EquaSched IP Indemnity. EquaSched will defend Customer against any third-party claim alleging that the Service, as provided by EquaSched and used in accordance with these Terms, infringes such third party's intellectual property rights, and will pay damages finally awarded against Customer (or amounts in settlement approved by EquaSched), subject to the cap described in Section 8. If the Service is, or in EquaSched's reasonable opinion is likely to be, subject to a claim of infringement or misappropriation, EquaSched may, at its option and expense: (i) modify the Service to make it non-infringing while substantially preserving functionality; (ii) replace it with a functionally equivalent non-infringing service; (iii) procure a license; or (iv) terminate the affected portion and refund prepaid fees for that portion on a pro-rata basis. EquaSched's obligation does not apply to claims arising from (A) Customer data, (B) modifications made by anyone other than EquaSched, or (C) use of the Service in combination with products not provided by EquaSched, where the claim would have been avoided absent such combination.

These Terms remain in effect while Customer has an active account. Customer may terminate for convenience at any time via in-app cancellation (see Section 3). EquaSched may terminate for convenience only after the initial twelve (12) months of paid subscription, or upon ninety (90) days' notice during any renewal term, except where earlier termination is required for legal compliance or security. EquaSched may suspend or terminate Customer's account immediately for: (a) non-payment; (b) material breach of these Terms; or (c) use of the Service in a manner that creates legal liability for EquaSched or other customers.

Upon EquaSched-initiated termination for convenience, EquaSched will (i) refund any pre-paid fees on a pro-rata basis and (ii) provide reasonable transition assistance, including data export under Section 6.

(a) Governing Law and Venue. The current contracting party is Timur Kharenkov, an Irish sole trader (see Section 1); a Delaware limited liability company successor is in formation, and Section 15 (Assignment) governs the transition. For Customers whose principal place of business is in the United States, these Terms are governed by the laws of the State of Delaware, USA, excluding conflict-of-law rules that would apply another state's law, and exclusive jurisdiction for any dispute not subject to arbitration lies in the state or federal courts located in New Castle County, Delaware. For all other Customers, these Terms are governed by the laws of Ireland and disputes shall be resolved in the courts of Ireland. Nothing in this Section limits non-waivable rights under applicable consumer-protection or privacy statutes. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

(b) Informal Resolution. Before initiating any formal dispute, the parties will attempt in good faith to resolve any dispute by written notice to the other party (sent to hello@equasched.com or Customer's account email) and a 30-day informal-resolution period.

(c) Mandatory Binding Arbitration. After completion of the 30-day informal resolution period in subsection (b) without resolution, and except for claims seeking injunctive relief, claims for intellectual-property enforcement, or claims not exceeding $10,000 that either party may bring in small-claims court, any and all disputes arising out of or related to these Terms or the Service shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and, for disputes not exceeding $100,000, its Expedited Procedures, before a single arbitrator, in English. The seat of arbitration is Wilmington, Delaware (USA) unless the parties agree otherwise in writing. Judgment on the award may be entered in any court of competent jurisdiction. Each party waives any right to a trial by jury and to bring or participate in any class, collective, or representative proceeding (see subsection (d)).

(d) CLASS ACTION WAIVER. CUSTOMER AND EQUASCHED EACH AGREE THAT ANY CLAIMS BETWEEN THEM SHALL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. NO ARBITRATOR OR JUDGE MAY CONSOLIDATE MORE THAN ONE CUSTOMER'S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS PROCEEDING. THIS WAIVER APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND IS INTENDED TO BE ENFORCEABLE INDEPENDENTLY OF THE GOVERNING LAW AND VENUE PROVISIONS ABOVE.

(e) Limitation Period. Any claim arising out of or related to these Terms or the Service must be filed within one (1) year after the claim arose; otherwise, the claim is permanently barred, to the maximum extent permitted by applicable law.