If a third party sues Calendly because of something you did with the platform, your data, or in violation of law, you are required to defend Calendly and pay any resulting damages and legal costs.
This analysis describes what Calendly's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
This indemnification obligation is broad and includes claims arising from customer data, privacy violations by the customer, and any legal non-compliance, creating potentially significant financial exposure for business customers.
Business customers using Calendly may be required to fund Calendly's legal defense and pay damages if a third party brings a claim related to how the customer used the platform or handled data, which is a meaningful financial and legal risk for organizations.
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You agree to defend, indemnify, and hold us and our directors, officers, and employees harmless from any claims arising out of use of the Services, Products, or Devices, breach of the Agreement, or violation of any laws or regulations, or the rights of any third party by you, any person on your acco...
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"Customer will defend Calendly and its officers, directors, employees, and agents (each, a "Calendly Indemnitee") from and against any third party claim, demand, suit, or proceeding ("Claim") arising out of or related to (a) Customer Data, including any claim that Customer Data infringes, misappropriates, or violates any third party's intellectual property rights or privacy rights; (b) Customer's use of the Services in violation of these Customer Terms; (c) Customer's failure to comply with applicable law; or (d) Customer's gross negligence or willful misconduct. Customer will indemnify each Calendly Indemnitee for any damages, attorney fees, and costs finally awarded against them resulting from such Claims, or agreed to in a settlement approved by Customer.— Excerpt from Calendly's Calendly Terms of Use
(1) REGULATORY LANDSCAPE: Indemnification clauses of this scope are common in B2B SaaS agreements and are generally enforceable in commercial contexts under U.S. contract law, though some jurisdictions limit indemnification for a party's own negligence or require specific language. The clause's reach into privacy rights claims makes it particularly relevant in jurisdictions with active GDPR or CCPA enforcement, where third-party claims could arise from customer data practices conducted through the platform. (2) GOVERNANCE EXPOSURE: Medium. The indemnification obligation is broad in scope, covering intellectual property, privacy rights, legal non-compliance, and gross negligence or willful misconduct. The inclusion of privacy rights claims means that any third-party action arising from customer data handling through Calendly's platform could trigger the customer's defense and indemnification obligation. The breadth is commercially common but requires legal review for risk allocation. (3) JURISDICTION FLAGS: Jurisdictions with active class action litigation cultures (California, New York) create heightened exposure because plaintiff's bar activity around data and scheduling practices could generate third-party claims that trigger this clause. EU-based customers should note that indemnification terms may be subject to local contract law limitations on liability allocation. (4) CONTRACT AND VENDOR IMPLICATIONS: Enterprise procurement teams should assess whether this indemnification obligation is balanced by Calendly's reciprocal indemnification commitments (which the agreement also includes) and whether the mutual structure reflects acceptable risk allocation. Legal counsel should evaluate whether professional liability or errors and omissions insurance coverage extends to indemnification obligations of this nature. Downstream contracts should not assume that Calendly's indemnification of the customer fully mirrors the customer's obligations to Calendly. (5) COMPLIANCE CONSIDERATIONS: Organizations should review their internal data handling procedures for Calendly use to minimize exposure under subsections (c) and (d), particularly ensuring that applicable privacy law compliance programs extend to scheduling data and invitee information flows. Risk management teams should flag this provision for insurance coverage review.
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This indemnification obligation is broad and includes claims arising from customer data, privacy violations by the customer, and any legal non-compliance, creating potentially significant financial exposure for business customers.
Business customers using Calendly may be required to fund Calendly's legal defense and pay damages if a third party brings a claim related to how the customer used the platform or handled data, which is a meaningful financial and legal risk for organizations.
ConductAtlas has identified this type of provision across 10 platforms. See the full comparison.
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