Terms of Service

1. Acceptance of these terms

By creating an account, accessing, or using Calenza (the “Services”), you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you are using the Services on behalf of a business, you represent that you are authorized to bind that business, and “you” refers to that business. If you do not agree, do not use the Services.

2. Definitions

• “Shop” — a business account in Calenza and the workspace containing its data.
• “Owner” — the user who creates and controls a Shop.
• “Member” — a manager or staff user invited to a Shop, each with a role.
• “Client” — an end customer of a Shop whose details the Shop records in Calenza. Clients do not access the Services.
• “Your Content” — the data you or your Shop submit to the Services.

3. Eligibility

You must be at least 18 years old (or the age of majority where you live) and able to form a binding contract. The Services are intended for business use by service businesses and their staff. You may not use the Services if you are barred from doing so under applicable law or have been previously removed for a violation of these Terms.

4. Accounts, Shops & roles

You are responsible for the accuracy of your account information, for safeguarding your login credentials, and for all activity under your account. Notify us promptly of any unauthorized use. Within a Shop, access is governed by roles (Owner, Manager, Staff), and certain actions — such as editing pay rates, recording payouts, and writing the commission ledger — are restricted by role and enforced by the system. The Owner is responsible for managing Members and their access.

5. Your content & data

As between you and us, you own Your Content. You grant us a limited, worldwide, non-exclusive license to host, process, transmit, and display Your Content solely to provide, secure, and improve the Services and as otherwise described in the Privacy Policy. You are responsible for Your Content and for having all rights and permissions necessary to submit it. You can export your data (for example, clients, bookings, and sales to CSV) and can delete your account, which deletes the Shop’s data, as described in the Privacy Policy.

6. Shop responsibilities for client data

When your Shop records information about its Clients, your Shop is the controller of that data and we act as your processor. You are responsible for:

• having a lawful basis to collect and use Client data and providing any required notices to your Clients;
• obtaining any consents required by applicable law;
• responding to your Clients’ privacy requests (we will assist as a processor); and
• using Client data only for legitimate business purposes and in compliance with law.

We will process Client data only to provide the Services and on your documented instructions. If you require a Data Processing Addendum, contact legal@redzen.cloud.

7. Acceptable use

You agree not to, and not to permit anyone to:

• use the Services unlawfully, or to store or transmit unlawful, infringing, or harmful content;
• access another Shop’s data, attempt to defeat tenant isolation, or probe, scan, or test the security of the Services without authorization;
• reverse engineer, decompile, or attempt to extract source code, except where this restriction is prohibited by law;
• resell, sublicense, or provide the Services to third parties except as expressly permitted;
• upload malware, interfere with or disrupt the Services, or impose an unreasonable load on our infrastructure;
• use the Services to send unsolicited messages, or to violate the privacy or rights of others;
• misrepresent financial records or use the Services to facilitate fraud.

8. Plans, subscriptions & billing

Calenza may be offered with a free tier and one or more paid subscription plans. Plan features and prices are presented in the Services and may change as described below.

• Free plan. Where a free plan is offered, it is provided as-is and we may modify or discontinue it with reasonable notice.
• Paid subscriptions. When you purchase a paid plan, you authorize us and our payment processor to charge the applicable fees for the billing cycle you select (e.g., monthly or annual). Subscriptions renew automatically at the then-current price until cancelled. You may cancel at any time, effective at the end of the current billing period.
• Payment processor. Card payments are processed by Stripe, Inc.Your payment details are handled by Stripe under its terms and privacy policy; we do not store full card numbers. Where you purchase through a mobile app store, the store processes the transaction under its own terms, and the store’s refund and cancellation rules apply.
• Taxes. Fees are exclusive of taxes; you are responsible for any applicable taxes, which we may collect where required.
• Price changes. We may change subscription prices; changes apply to your next billing cycle and we will give reasonable advance notice.
• Refunds. Except where required by law or expressly stated, fees are non-refundable, and cancelling does not entitle you to a refund for the current period.
• Non-payment. If a charge fails or fees are overdue, we may suspend or downgrade paid features after notice.

9. Third-party services

The Services can connect with third-party services, including Google Calendar. Your use of a third-party service is governed by that provider’s terms and privacy policy, and you are responsible for any data you authorize us to access through it. Our use of information received from Google APIs adheres to the Google API Services User Data Policy, including its Limited Use requirements (see the Privacy Policy). We are not responsible for third-party services and may stop supporting an integration at any time.

10. Mobile apps & app store terms

We grant you a limited, non-exclusive, non-transferable, revocable license to use the Calenzamobile apps on devices you own or control, subject to these Terms and the applicable app store’s rules.

10.1 Apple App Store

These Terms are between you and Red Zen Cloud, not Apple, and Apple is not responsible for the apps or their content. The license is limited to use on Apple- branded devices as permitted by the App Store Terms (including the Licensed Application End User License Agreement). Apple has no obligation to provide support or to address warranty claims; to the extent any warranty is not effectively disclaimed, you may notify Apple for a refund of the purchase price, if any, and Apple has no other warranty obligation. Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them. You represent that you are not in a U.S.-embargoed country or on a U.S. prohibited-parties list.

10.2 Google Play

Your use of apps obtained through Google Play is also subject to the Google Play Terms of Service. Google is not a party to these Terms and is not responsible for the apps.

Updates. The apps may receive automatic and over-the-air updates to improve, secure, or maintain them.

11. Intellectual property

The Services, including all software, design, text, graphics, and the Calenza name and logos, are owned by Red Zen Cloud or its licensors and are protected by intellectual-property laws. Except for the rights expressly granted to you, we reserve all rights. You may not use our trademarks without our prior written permission.

12. Feedback

If you send us suggestions or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or obligation to you.

13. Availability & changes to the Services

We work to keep the Services available and reliable, but we do not guarantee uninterrupted access. The Services require connectivity; the database is the source of truth and the Services are not designed for offline use. We may add, change, or remove features over time. We may revise these Terms; when changes are material, we will update the “Last updated” date and, where appropriate, notify you. Your continued use after changes take effect constitutes acceptance.

14. Suspension & termination

You may stop using the Services and delete your account at any time. We may suspend or terminate your access if you breach these Terms, if required by law, or to protect the Services or other users. Upon termination, your right to use the Services ends. Account deletion permanently removes your Shop’s data as described in the Privacy Policy; please export anything you need first. Sections that by their nature should survive termination (including ownership, disclaimers, limitation of liability, indemnification, and governing law) will survive.

15. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DATA OR FINANCIAL CALCULATIONS WILL MEET YOUR REQUIREMENTS. Calenza IS A BUSINESS RECORD-KEEPING TOOL AND IS NOT A SUBSTITUTE FOR PROFESSIONAL ACCOUNTING, TAX, OR LEGAL ADVICE; YOU ARE RESPONSIBLE FOR VERIFYING YOUR RECORDS AND MEETING YOUR LEGAL OBLIGATIONS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

16. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, Red Zen Cloud AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, ARISING OUT OF OR RELATED TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). SOME JURISDICTIONS DO NOT ALLOW THESE LIMITATIONS, SO THEY MAY NOT FULLY APPLY TO YOU.

17. Indemnification

You will defend, indemnify, and hold harmless Red Zen Cloud and its affiliates from and against any claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of or related to Your Content, your use of the Services, your violation of these Terms or applicable law, or your handling of Client data.

18. Governing law & dispute resolution

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. You and Red Zen Cloud agree to the exclusive jurisdiction of the state or federal courts located in the State of Delaware for any dispute not subject to other resolution, and you consent to personal jurisdiction there. Nothing limits either party from seeking injunctive relief for misuse of intellectual property or confidential information. Any claim must be brought within one (1) year after it arises, to the extent permitted by law.

19. General terms

• Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and us regarding the Services and supersede prior agreements.
• Severability. If any provision is unenforceable, the rest remains in effect.
• No waiver. Our failure to enforce a provision is not a waiver of it.
• Assignment. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.
• Force majeure. We are not liable for delays or failures caused by events beyond our reasonable control.
• Notices. We may provide notices through the Services or by email; you consent to electronic communications.

20. Contact

Questions about these Terms:

• Legal: legal@redzen.cloud
• Support: support@redzen.cloud
• Red Zen Cloud LLC, [REGISTERED ADDRESS — to be confirmed before launch]