1. Basic Principles
1.1 Scope of application
These General Terms and Conditions (hereinafter “GTC”) for Users of Doodle govern the access to and use of the Services of Doodle AG (“Doodle”) and all transactions incidental thereto, which are offered online via www.doodle.com or www.doodle.ch or other top-level domains as part of a software-as-a-service solution. Please read these GTC carefully before using the Services, as your use of the Services, opening of an account or your order for subscription, whichever comes first, shall be construed as your acceptance of the terms of the GTC. Your acceptance of the GTC shall be construed as your agreement to be bound by the terms of the GTC with respect to your access and use of the Services. No other terms or conditions shall be of any force or effect unless otherwise specifically agreed upon by Doodle in writing duly executed by an authorized officer of Doodle.
Doodle may refuse any order for subscription for any or no reason. No order for subscription shall be binding upon Doodle until Doodle’s written confirmation of payment of the subscription fee.
Capitalized terms that are not defined in the other provisions of these GTC shall have the following definitions.
Services: shall mean the services performed by Doodle using the Doodle software and such other applications as Doodle may deem appropriate from time to time to enable Users to quickly and efficiently plan appointments and give the organizer full control over the planning and necessary postponement of an appointment which may be used free of charge in the basic version and in advanced versions for a fee by subscribing to Doodle Premium (as defined below) pursuant to these GTC.
User: shall mean any individual or entity using the Services either with or without creating an account with Doodle and who shall be bound to these GTC, the Ancillary Documents and Policies and Subscription Confirmation. For the avoidance of doubt, individuals or entities using the Services without a paid subscription or an account (e.g., as a guest by way of invitation) shall be considered a User for the purposes of these GTC.
Doodle Premium: shall mean the fee-based Services offered by Doodle, available as a Pro, Team, or Enterprise solution, and described in more detail under: https://doodle.com/premium; and such description shall be incorporated in these GTC in full by reference.
Integrations: shall mean third-party applications that Users may integrate in their Doodle account in order to use the Services’ additional features such as link scheduling with calendars specifically used. An up-to-date overview of the Integrations can be found here: https://doodle.com/de/integrations, as such may be amended by Doodle unilaterally from time to time.
Account: shall mean the account created by a User and/or Doodle to enable a User to access and use the Services; the creation of such Account shall require the following information or such additional information as may be determined by Doodle from time to time: first name, last name, email address and for Doodle Premium, postal address and, where applicable, the company name.
Upgrade: shall mean the change of a User subscription from a subscription free of charge to any type of Doodle Premium Service which a User may choose to do at any time by creating an account and making the change therein.
Downgrade: shall mean the change from a Doodle Premium subscription to a subscription free of charge. Such Downgrade shall only take effect upon the expiration of the then agreed term for the existing Doodle Premium subscription. For the avoidance of doubt, a User acknowledges and agrees that a Downgrade shall not result in a refund of any paid subscription fees.
API: shall mean an application programming interface, which is a program component that a software system (here: Doodle software) makes available to other programs for connecting to the Doodle software.
2. Use of the Services
Unless otherwise agreed by Doodle in writing, Doodle grants you a limited, worldwide, personal, non-exclusive, non-sublicensable and non-transferable license to access and use the Services via the API or a web-based hosted services platform solely for your internal business purposes to the extent necessary for you to use the Services as agreed to between you and Doodle.
Unless Doodle has entered into a separate agreement with you, youagree to use the Services only in accordance with:
the present provisions of these GTC and
the Permitted Use Policy for Doodle Services, as such may be amended by Doodle from time to time;as well as
all other Ancillary Documents and Policies
or arising from applicable laws, rules and regulations.
2.3 Creating an account and communicating
For you to access and/or use the Services, Doodle may, at its sole discretion, require you to create a User account on a website or a platform as determined by Doodle, or Doodle may, at its sole option, create such User account for you. You shall accurately and truthfully complete and keep up to date all information you provide in the registration process. You are also solely responsible for the security of your password and those of other Users registered under your User account in accordance with these GTC and the policies referenced herein including but not limited to the Permitted Use Policy for Doodle Services. Accounts may not be created automatically such as through bots.
2.4 Free and Paid Services
2.4.1 Free Services
In Doodle’s sole discretion, the Services may be offered to a User free of charge with limited functionalities (“Free Service”).
2.4.2 Doodle Premium
Registration. In order to use any type of Doodle Premium Service, you will be required to create an account and accept the terms of these GTC and certain other terms, as Doodle may deem necessary, during the registration process. You acknowledge and agree that Doodle shall charge the subscription fee for the selected Doodle Premium Service to the credit card or other payment card you used during the registration. Unless otherwise agreed in writing by Doodle, your subscription to the selected Doodle Premium Service shall be for twelve (12) months commencing from the date Doodle receives the full payment for the selected subscription period in advance.
Subscriptions to Doodle Premium shall renew automatically for successive periods of twelve (12) calendar months until User terminates the subscription on or prior to the end of the then subscription period. In the event you do not terminate your subscription on or prior to the last day of the subscription period, you acknowledge and agree that Doodle shall charge you the subscription period for the 12-month renewal period.
Subscription Fee. The applicable subscription fee shall be such amount as set forth on the order form you submitted when you subscribed to a Doodle Premium Service. Sales, use, and other taxes and similar charges are not included in the subscription fee and shall be charged to User separately to the extent Doodle is required under applicable law to collect such taxes and charges.
2.5 Price changes
Doodle reserves the right to change the subscription fees of any Doodle Premium Service. You will be notified of such changes within a reasonable time by means of an email sent to the email address you have provided Doodle at registration. Changes to the subscription fees shall not affect any paid subscriptions until the end of such paid subscription period. If you do not agree with the change in subscription fees, you can opt not to renew your subscription.
2.6 Use of the API
In the event your subscription to the Services includes access to the API, Doodle hereby grants you a limited, worldwide, non-exclusive, non-transferable non-sublicensable license solely for the use by User of the Services. In the event Doodle grants you access to the API, your access and use of the API shall be subject to these GTC and such other policies and regulations of Doodle as may be incorporated herein by reference from time to time.
Excessive use and misuse of the API, which may include a breachof User’s obligations of the terms of the Permitted Use Policy, may result in the temporary or permanent revocation of your access to the API. Doodle shall solely determine whether any useis abusive or excessive.
Notwithstanding the foregoing, Doodle reserves the right to restrict, modify or discontinue the API (or parts thereof or your access thereto) temporarily or permanently at any time. Unless otherwise agreed by Doodle in writing, Doodle reserves the right in particular to limit the number of requests and/or transactions conducted through the API. Doodle may but is not required to notify you of any such restriction, modification or discontinuation.
Use of the API is free of charge up to a certain extent of use as such use may be determined by Doodle from time to time. Larger transaction volumes shall require payment of a fee. Doodle shall notify User within a reasonable time if Doodle has reason to believe that User will exceed the allowed use of the API. User shall have the option of purchasing a higher volume for the use of the API pursuant to terms to be agreed with Doodle by contacting customer support or your customer success manager, if such is available to you, or immediately cease the use of the API when prompted by Doodle.
If Doodle grants you the right to use the API, unless otherwise agreed by Doodle in writing, you may, during the term of your subscription to Doodle Premium indicate in your product that the Doodle API is being used. In no event shall any provision in theseGTC be construed as a license granted to Doodle to use any of the trademarks of Doodle.
2.7 Use of Integrations
Users may only use the Integrations set forth in https://doodle.com/en/integrations/ and shall be responsible for any damages caused or in any way related to the User’s use of the Integrations and the data contained therein. The use of the Integrations shall be the sole responsibility of the User including without limitation any misappropriation, violation and/or infringement of intellectual property rights with respect to such Integrations. User agrees to indemnify, defend and hold Doodle harmless for any damages caused by User’s use of the Integrations including but not limited to damages caused and related to the infringement of a third party’s intellectual property rights caused by or in any way related to the User’s use of the Integrations.
2.8 Uploading Content
Doodle may but is not required to include a personal profile image on the Doodle platform in which you access the Services (an “Uploaded Content”). For the Uploaded Content, you grant Doodle and its affiliates a worldwide, non-exclusive, non-transferable, non-sublicensable and royalty-free license for the term of your subscription to enable Doodle to perform the subscribed Services.
2.9 Defining a URL
For some Services (or parts thereof), you can define a personal URL(web address) tied to your access to the Services. You shall not choose a URL that is protected by copyright, trademark, or other proprietary or intellectual property rights of a third party. Doodle reserves the right to request that the URL you selected be changed immediately for any or no reason but particularly if you, by using the selected URL, intentionally or unintentionally infringe or may infringe on Doodle’s or a third party’s intellectual property right.
2.10 Representations and Warranties; Indemnification by User
You represent and warrant that you and each User own(s) or control all rights in and to the Uploaded Content, URL and have the right or permission to use the Uploaded Content and selected URL, and to grant the license granted above to us and our affiliates and service providers and each of our and their respective successors and assigns without misappropriation, violation or infringement of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
You understand and acknowledge that you are responsible for any Uploaded Content and selected URL and that you have full responsibility for such content and URL, including its legality, reliability, accuracy and appropriateness, and they shall not be defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
3. Provision of Services by Doodle
3.1 Limited Warranty
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES PERFORMED BY DOODLE ARE PROVIDED “AS IS,” and “AS AVAILABLE”, AND DOODLE DISCLAIMS ANY AND ALL OTHER PROMISES, INDEMNITIES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, SYSTEM INTEGRATION AND DATA ACCURACY, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. DOODLE DOES NOT WARRANT THAT (a) THE SERVICE OR ANY OTHER SERVICES PROVIDED BY DOODLE WILL MEET USER’S OR ANY OTHER PERSON’S REQUIREMENTS OR (b) THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR (c) THAT THE SERVICE WILL ACHIEVE ANY INTENDED RESULT OR (d) THAT THE SERVICE OR ANY COMPONENT THEREOF WILL BE COMPATIBLE OR WORK WITH ANY INTEGRATIONS, SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, OR FREE OF HARMFUL CODE, OR (e) THAT ALL ERRORS WILL BE CORRECTED.
3.2 Limitation of Liability
IN NO EVENT WILL DOODLE BE LIABLE TO USER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, OR REVENUES, LOSS OF GOODWILL OR REPUTATION,OR COST OF REPLACEMENT OF GOODS OR SERVICES, OR LIABILITIES TO THIRD PARTIES ARISING IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DOODLE SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES RESULTING FROM: (I) USER’S USE OR THE INABILITY TO USE THE SERVICES; (II) ANY CHANGES WHICH DOODLE MAY MAKE TO THE SERVICES, OR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF USER TRANSMISSIONS OR DATA; (IV) THE DELETION OF, CORRUPTION OF,OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH THE USE OF THE SERVICES; (V) RECOVERY OF ANY DATA,OR BREACH OF DATA OR SYSTEM SECURITY; OR (VI) OR ANY OTHER MATTER RELATING TO THE SERVICES, IN EACH CASE, REGARDLESS OF WHETHER DOODLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. THIS LIMITATION OF DOODLE’S LIABILITY SHALL APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE AGGREGATE LIABILITY OF DOODLE FORALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, EQUITABLE THEORY OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO DOODLE BY USER UNDER THESE GTC DURING THE TWELVE (12)-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
User acknowledges and understands that the disclaimers, exclusions and limitations of liability set forth in this Section form an essential basis of the agreement between the parties, that the parties have relied upon such disclaimers, exclusions and limitations of liability in negotiating the terms of these GTC, and that absent such disclaimers, exclusions and limitations of liability, the terms and conditions of these GTC would be substantially different.
3.3 Technical support
Doodle provides technical support on a best-effort basis and exclusively via email. A user may send his/her request to our Support Team in each case. Doodle does not warrant the availability of technical support for any use outside of Doodle Premium Services. Users of a Doodle Premium account are subject to the provisions of the separate Service Level Agreement.
3.4 Enhancement, Modification, Discontinuation of Services and Maintenance
Doodle has the right at any time for any or no reason to suspend, restrict discontinue, or modify the Services (or any part thereof) permanently or temporarily or to add new types of services. Such changes shall become effective without any further action by any party and automatically subject to these GTC. Your continued use of the Services or any part thereof after we make changes shall deemed as your acceptance of those changes. If the suspension, restriction, discontinuation, removal or modification of the Services results in a materially significant change to the agreed Services, as determined solely by Doodle, you may terminate the subscription for cause with immediate effect. In no event shall Doodle be required to issue any refund of the subscription fee for any remaining period in the event of such termination.
Doodle may perform maintenance on the Services offered at any time at its sole discretion. Maintenance that would require a deactivation of the Services shall be communicated to the User via email at least 72 hours before deactivation. Doodle shall endeavor to keep any necessary shutdowns of the Services to a minimum. In no event shall Doodle be liable to you or any third party for any damages caused or related to such deactivation.
3.5 Use of Third Parties
You hereby acknowledge and agree that Doodle has the right to use third parties to provide the Services or a portion thereof at any time as it sees fit.
3.6 Inclusion of advertising in the Services
4. Intellectual property rights
Doodle, its affiliates or their respective licensors, as may be applicable, shall retain exclusive ownership of all rights, title and interest in and to the Services and all components thereof including but not limited to the software, API, and web-based platform. User acknowledges that it neither owns nor acquires any additional rights in and to the Services or any component thereof not expressly granted by these GTC.
4.2 Doodle Marks
Without limiting the generality of Section 4.1., you acknowledge that the names, marks, logos, insignias, trademarks, trade names, trade secrets, and/or service marks of Doodle (the “Doodle Marks”) are owned exclusively by Doodle, its affiliates or licensors, and that, except as otherwise expressly set forth in these GTC, Users have no right to use the Doodle Marks without the prior written consent of Doodle. Except as otherwise expressly set forth in these GTC or a separate agreement with Doodle, you shall not represent that you have any rights, title or interest in and to Doodle Marks.
4.3 User Obligations with Respect to Doodle’s Intellectual Property
You shall not (i) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of the Services are compiled or interpreted, and you acknowledge that nothing in these GTC will be construed to grant you any right to obtain or use such code; (ii) create any derivative product from any of the foregoing, except with the prior written consent of Doodle; or (iii) allow third parties other than authorized users to gain access to the Services or use the Services as a service bureau; (iv) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber your rights. You shall ensure that its use of the Services complies with all applicable laws.
5. Corrective measures and termination for cause by Doodle
5.1 Breach; Corrective Measures
If Doodle believes that a User is in breach of the GTC, the Permitted Use Policy for Doodle Services, including without limitation User’s unauthorized use, excessive use or misuse of the Services, or a User has created a risk for Doodle, the Integrations and/or any third party, Doodle may unilaterally, at its sole discretion, block, deactivate, or revoke such User’s access (in its entirety or a portion thereof) to the Services with immediate effect, or if the damage caused by the breach is reversible (as determined by Doodle), notify the User about the breach. In the event User fails to cure the damage (if determined by Doodle as reversible) within fourteen (14) days from the date of the notification from Doodle, Doodle may terminate the agreement with such User and revoke such User’s access to the Services immediately upon the expiration of the notice period. User shall not be entitled to any refund of paid subscription fees in the event of such termination by Doodle.
You agree to defend, indemnify, and hold harmless Doodle, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) (the “Losses”) arising out of or relating to (i) your violation of these GTC, (ii) your use of the Services, any information obtained from through your access and use of the Services; and (iii) your Uploaded Content and selected URL, including, but not limited to our use thereof and/or any misappropriation, violation or infringement of third party intellectual property rights.
7. Final Provisions
7.1 Governing law and jurisdiction
These GTC shall be governed exclusively by Swiss law, excluding the provisions on conflict of laws thereof and the United Nations Convention on the International Sale of Goods. Any disputes arising from these GTC shall be decided by the courts of Zurich, Switzerland. Each User and Doodle irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding and waives any objection it may have to such forum or venue, including without limitation the objection of forum non conveniens.
7.2 Data protection
Should one or more provisions of these GTC be invalid now or in the future, this shall not affect the validity of any other provision or covenant. Doodle may replace the invalid provisions with a legally valid provision that is as consistent as possible with the economic spirit and purpose of the invalid provision.
7.4 Notices and changes to these GTC
Unless otherwise specified in these GTC or with the User, written notices from Doodle to the User shall be sent via the email address specified in the User Account or during the registration process. It is your responsibility to keep your e-mail address up to date at all times during your subscription to the Services. The User may contact Doodle for any queries via our support form. However, this does not apply to legal notices. These must also be sent to [email protected]. Notice shall be deemed to have been duly served on the earlier of the day after the e-mail is sent or when you continue using the Services after viewing the notification on the Website’s homepage.
Doodle reserves the right to make changes to these GTC at any time. Doodle may, in its sole discretion, provide User with written notice as set forth in the foregoing paragraph, via in-app messaging or by publishing the notice on a banner on the Website’s homepage, of any such changes, provided, however that any such changes shall become effective without any further action by any party. In the event of a material change to these GTC, you may terminate the subscription prior to the agreed end of the subscription period within one (1) month following the date of notification of the change. All Services provided up to the date of termination of the Agreement must be paid for in full. No refund shall be paid to you for any remaining period of your subscription. With regard to price changes, the rules set forth in Section 2.5 above shall prevail. If you fail to terminate the Agreement within the notice period under this Section 7.4. using the feature set upfor this purpose in your account or you continue to use the Services after the notice period, such failure to act shall be construed as your acceptance to the changes to the GTC in its entirety.
You may not assign your rights and/or delegate your obligations under these GTC, the Ancillary Documents and Policies, and Subscription Confirmation without the prior written consent of Doodle.
7.6 Force Majeure
Except with respect to payment obligations hereunder, if Doodle is prevented or delayed in performance of its obligations hereunder as a result of circumstances beyond Doodle’s reasonable control, including, by way of example, war, riot, fires, floods, epidemics, pandemics or government restrictions as a result thereof, or failure of public utilities or public transportation systems, such failure or delay will not be deemed to constitute a breach of these GTC, but such obligation will remain in full force and effect, and will be performed or satisfied as soon as reasonably practicable after the termination of the relevant circumstances causing such failure or delay, provided that if Doodle is prevented or delayed from performing for more than ninety (90) days, you may terminate these GTC upon thirty (30) days’ written notice.
7.7 No Third-Party Beneficiaries
You acknowledge that the covenants set forth in these GTC are intended solely for the benefit of the parties to the agreement, their successors and permitted assigns. Except for the authorized Users under a valid subscription, nothing herein, whether express or implied, will confer upon any person or entity, other than you and Doodle, their respective successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of these GTC.
Doodle’s waiver of any breach or violation of these GTC by you shall not be construed as a waiver of any other present or future breach or breaches by you.