BRELLA SERVICE – ORGANIZER TERMS
Latest update 20 October 2022.
Welcome to use Brella service (hereinafter “Service”) through which event organizers (hereinafter “Organizer”) may arrange professional events (hereinafter “Event” or “Events”) to others who use the Service to participate in Events (hereinafter “Attendee”). The sponsor users of the Service (hereinafter “Sponsor”) may use the Service to sponsor Events.
Either Brella Ltd. or its subsidiary Brella Inc. (hereinafter together “we” or “Company”) provides the Service to an Organizer. The concluded sales agreement between the Company and the Organizer (hereinafter “Sales Agreement”) determines which entity provides the Service to the Organizer.
Brella Ltd. (business ID 2765076-7) is a limited liability company formed under Finnish law, which has its principal office at c/o Maria01 Lapinlahdenkatu 16, 00180 Helsinki Finland. Brella Inc. is a limited liability company formed under the laws of California, which has its principal office at 470 Ramona Street Palo Alto, CA 94301, USA.
These terms (hereinafter “Organizer Terms”) apply to the legal relationship between Organizer and Company when Organizer uses the Service. When the Attendees use the Service to participate in Events, the legal relationship between them and the Company is governed by the Attendee Terms, which can be found here.
These Organizer Terms govern Your use and/ or access to Features, Platform, or the mobile application of Brella (“App”), our application programming interfaces (APIs), our notifications and/ or any information or content appearing therein (collectively, the “Service”)
Organizer accepts these Organizer Terms as legally binding (hereinafter “Agreement”) by concluding the Sales Agreement or using the Service. The Agreement is therefore a contract, which creates legally binding terms between Organizer and Company when Organizer uses the Service. Organizer may not use the Service if it does not enter into an Agreement with the Company.
Hereinafter the Company and the Organizer may individually be referred to as “Party” and together as “Parties”.
- The Company reserves the right to change the Agreement. The Company shall notify Organizer through email or the Service of such changes. The changes shall take effect 14 days after the notification. By using the Service after the changes, Organizer accepts the changes as legally binding.
- Organizer must be legally competent, and a legal entity established according to applicable laws in order to be entitled to use the Service as an Organizer. By creating an account into the Service (hereinafter “Account”) and by using the Service, Organizer warrants that it is legally qualified and entitled to enter into a binding legal relationship with the Company in the form of the Agreement and in compliance with applicable legislation.
2. CREATING AN ACCOUNT
- Organizer may create an Account through the Service.
- When registering, Organizer must truthfully provide the information required by the Service. The accuracy of the information provided by Organizer can be reviewed by the Company during the registration process.
- Organizers are solely responsible for all activities performed through the Account and for the safe use of the password, maintenance, confidentiality and all other such matters in regard to their Account.
- If Organizer becomes aware that someone else has used the Organizer’s Account, the Organizer must notify us immediately of the matter through email at firstname.lastname@example.org.
3. LICENSE AND PROVISION OF EVENTS
- Subject to the terms and conditions of this Agreement, we hereby grant Organizer a personal, revocable, non-exclusive, non-sublicensable, non-assignable and non-transferable license (“License”) to download, install and use the Service in accordance with this Agreement on a mobile telephone, tablet, computer or other device (each, a “Device”) that Organizer owns or controls.
- Organizer agrees not to, and shall not permit any third party to: (i) sublicense, redistribute, sell, lease, lend or rent the Service; (ii) reverse engineer, decompile, dissemble, or otherwise attempt to derive the source code for the platform; (iii) copy (except for back-up purposes), modify, adapt, alter, improve or create derivative works of the software or any part thereof; (iv) use the Company’s name, logo or trademarks in any other context except for using the Service without our prior written consent; (v) use the Service or software to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible or inappropriate purpose, or in any manner that breaches this Agreement; and/or engage in any activity that interferes with or disrupts the Service.
- Organizer may use the Service for organizing Events, networking and informing others about the Events it is organizing.
- The Company charges a payment from Organizer according to payment terms in the Sales Agreement.
5. RIGHTS AND RESPONSIBILITIES OF ORGANIZER
- Organizer is responsible for the availability, redemption and marketing of the Events, and the related obligations and responsibilities, such as safety, reliability, accuracy, cancellation of Events, announcement of location or schedule changes and liability for damages, such as Event price refunds or other alternative compensation procedures for Attendees. Organizer shall endeavor to notify the Attendee of any changes and errors in the Events without delay.
- Organizer is solely responsible for his/her electronic devices, communication devices and other such devices and matters such as hardware condition, internet connection, antivirus, backup, and other similar issues.
- Organizer agrees to use the Service only for the purposes permitted by the Agreement and any applicable laws, regulations or generally accepted policies or guidelines in the relevant jurisdiction.
- It is forbidden to choose a username for the Account that violates good practice and/or violates the rights of others. We have the right to delete an Account if Organizer violates this Agreement, law or good practice or has not signed into the Service for 12 months.
- Organizer agrees not to take up any actions that disturbs or in any other way hinders the Service or its servers or networks.
- The Service may contain links to third party websites. When Organizer visits third party websites, Organizer does so on its own responsibility and risk.
- Organizer agrees not to send, transmit or store material through the Service that is in violation of good practice or law. Organizer also agrees not to incite others to engage in any such activities. Furthermore, Organizer agrees not violate anyone’s intellectual property rights through the Service.
- The Company owns and retains all proprietary rights in the Service, and in all content, trademarks, trade names, service marks and other intellectual property rights related thereto. The Service contains the copyrighted material, trademarks, and other proprietary information of the Company and its licensors. Organizer agrees to not copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible through the Service, without first obtaining the prior written consent of the Company. Organizer agrees to not remove, obscure or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices.
- If Organizer does not comply with this Agreement, the Company may terminate the Agreement with immediate legal effect, cancel the Account of Organizer and implement any other similar procedure.
6. RIGHTS AND RESPONSIBILITIES OF THE COMPANY
- The Company operates only and solely as the administrator of the Service. The Company is not responsible for the availability, redemption, marketing or any related obligations of the Events or liabilities, errors, reliability, damages or any other matters related to the Events. The Company is also not responsible for the use, obstruction or content of the Events, nor for the actions of Organizers or Attendees in the Events or before the Events, or for the activities of Organizers or Attendees in the Service.
- Under no circumstances shall the Company be liable for accidents, damages or crimes related to the Service. Under no circumstances shall the Company be liable for any direct or indirect damages in any manner in connection with the Service or the use, information and notices available through the Service. The Company is also not liable for any damages or other disadvantages that may be caused to Organizer or third parties by incorrect or insufficient user information.
- The Company is not responsible for any losses arising from the use of the Service. Organizers agree to be solely responsible for any failure to comply with their obligations under this Agreement and for their consequences.
- The Company has a right to charge the Organizer for credit card convenience fees when the Organizer pays for the Service related payments with a credit card.
- The Company does not express or imply warranties or representations about the operation of features of the Service, and the Company does not promise that the Service will function without interruptions or errors. The Company is not responsible for any damages to Organizer or third parties caused by the use, malfunctions, technical defects or malicious software of the Service or third-party links or any other such causes.
- The Company has a right to disable the Service or a part of it due to maintenance, installation, modification, public order and safety, system overload or other similar cause. The Company may terminate (permanently or temporarily) the provision of the Service (or any part of it), either to Organizer or Organizers generally, entirely at the Companies own discretion and without prior notice.
- The service is provided on an “as is” and “as available” basis without warranties of any kind including, without limitation, representations, warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, and those arising by statute or from a course of dealing or usage of trade.
- The Service may also enable Organizer to view, access, communicate and interact with third party sources, meaning e.g. third party websites and services. We do not assume any responsibility for the content, actions or practices of, any such sources. Organizer’s interaction with such a source and Organizer’s use of, and reliance upon, any content provided by such sources is at Organizer’s sole discretion and risk.
- The Company is not responsible for the content of the Service or its correctness, except for the content generated by The Company. Thus, the Company is not responsible for e.g. information Organizers or Organizers disclose through the Service.
- The Company has the right to remove material (i) that has been denied or reported by the Company in the Service, or (ii) which, according to the Company is unlawful, contrary to good practice or this Agreement, inappropriate or erroneous, or (iii) harmful to the Company, Organizers or third parties. The Company also has the right to remove material from the Service if the material contains any legally questionable or offensive information or content that is inappropriate for the Company.
- The Service derives anonymized data from the way the Attendee uses the Service during the Organizer’s event, including but not limited to the so-called matchmaking data generated in the Service (hereinafter “Anonymized Usage Data”). The Company shall own all right, title and interest in and to all Anonymized Usage Data, and therefore, the Company may freely use the Anonymized Usage Data for its own purposes. The Company grants the Organizer a right to freely utilize Anonymized Usage Data related to the Organizer’s own events. If the Organizer wishes to utilize Anonymized Usage Data, the Organizer shall request in writing from the Company a copy of the Anonymized Usage Data.
- The Company has the right to use the co-operation between Organizer and the Company in its own marketing and as a reference, in accordance with good practice.
7. LIMITATION OF LIABILITY
- To the fullest extent allowed by applicable law, in no event will the Company, its affiliates, business partners, licensors or service providers be liable to Organizer or any third person for any indirect, reliance, consequential, exemplary, incidental, special or punitive damages, including without limitation, loss of profits, loss of goodwill, damages for loss, corruption or breaches of data or programs, service interruptions and procurement of substitute services, even if the Company has been advised of the possibility of such damages.
- Notwithstanding anything to the contrary contained herein, the Company’s liability to Organizer for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by Organizer to the Company for the Service within the three (3) months preceding the date of bringing a claim.
- Some jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the exclusions and limitations in this Section may not apply to Organizer.
- Organizer agrees to defend, indemnify and hold harmless us and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) Organizer’s use of, or inability to use, the Service; (ii) Organizer’s violation of this Agreement; and (iii) Organizer’s violation of any third party right, including without limitation any intellectual property rights or data protection right.
9. DATA PROCESSING AGREEMENT; DPA
- According to Article 28 of the General Data Protection Regulation of the EU (679/2016) (hereinafter “GDPR”), when a processor processes personal data on behalf of a controller, the processor and the controller have an obligation to conclude a data processing agreement (hereinafter “DPA”). Therefore, as the Service requires the Company to process personal data as a processor on the Organizer’s behalf, with this Section 9, the Parties conclude a DPA. Terms used in this Section 9 that are not defined in this Agreement shall have the same meaning as in the GDPR and other relevant data protection laws as well as official data protection practices.
- Company is a processor and the Organizer the controller for the personal data the Company processes on behalf of the Organizer via the Service to enable the Organizer to use the Service.
- This DPA concerns the personal data of the Attendees and Event speakers of the Organizer’s Event. The processor processes on behalf of the controller the following personal data: names, names of the data subject’s employer or educational institution, job title and status as well as Event participation data.
- Personal data is processed for the duration the Agreement is valid between the processor and the controller.
- The controller has an obligation to process personal data lawfully and comply with all its relevant data protection obligations related to the personal data referred to in this DPA. The controller may in writing provide the processor with instructions regarding this DPA. As the Service is provided by the processor, the controller accepts and understands that the processor may, however, be unable to fully comply with the instructions given by the controller.
- The processor i) is not allowed to process the personal data subject to this DPA for any other purposes than what the Parties have specifically agreed on, ii) has an obligation to comply with all applicable data protection laws, iii) ensures that only authorized persons gain access to personal data and iv) ensures that all people processing personal data are under an obligation of secrecy.
- The servers of the processor are located within the EU. Therefore, by default the processor shall not transfer personal data outside the EU or EEA. However, if it is necessary for the provision of the Service to transfer or in any similar way to process personal data outside the EU or EEA, the controller grants the processor a general permission to hand over, transfer or in any similar way process personal data outside the EU or EEA. If the processor processes personal data outside the EU or EEA, the processor has an obligation to comply with all applicable data protection laws, the instructions of the controller and the Agreement (including this DPA). If any of the prerequisites of the approval seize to exist, the processer has an obligation to immediately: (a) perform an action that ensures the lawful processing of the personal data and that the processing is conducted according to the instructions given by the controller and the Agreement, or (b) seize the transfer of personal data outside the EU or EEA and return the personal data transferred outside the EU or EEA to EU or EEA.
- The processor has a right to use other processors (e.g. cloud services providers) (hereinafter “Subprocessor”) to process personal data. Subprocessors shall be under the same obligations as the processor.
- The processor is under an appropriate statutory obligation of confidentiality when it processes personal data.
- The processor shall ensure that appropriate technical and organizational data protection measures are taken to prevent accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access to personal data. Each party is responsible for ensuring that the documented relevant risk management and security processes are applied to the processing of personal data. Such measures may include (i) encryption or pseudonymization of personal data, (ii) adequate protection of systems and communications, (iii) organization of ongoing confidentiality, integrity, availability and fault tolerance of processing systems and services and (iv) the ability to recover data quickly and to access data in the event of a physical or technical failure. The processor shall notify the controller of any data breaches without undue delay. In addition, the processor shall, without delay and within 48 hours of the occurrence or threat of the violation, provide the controller with the information necessary to fulfill the statutory obligations of the controller, to investigate the matter, to prevent similar violations and to make statutory declarations, including a description of the data breach and the consequences of the breach, and a description of the actions taken by the processor. The processor shall complete this information at the request of the controller and in accordance with the instructions.
- The processor has an obligation to assist the controller by appropriate measures, insofar as this is possible, in regard to the fulfillment of the data subjects’ rights. The processor has an obligation to assist the controller in ensuring compliance with the obligations pursuant to the Articles 32 to 36 of the GDPR.
- No more than once per year, the controller may, itself or by the use of a mutually agreed upon third party, audit the processor solely for the purposes of meeting the controller’s audit requirements pursuant to Article 28 of the GDPR. To request an audit, the controller must submit a detailed audit plan at least four (4) weeks prior to the proposed audit date describing the proposed scope, duration, and start date of the audit. Audit requests must be sent to email@example.com and firstname.lastname@example.org. The auditor must execute a written confidentiality agreement acceptable to the processor before conducting the audit. The audit must be conducted during regular business hours, subject to the processor’s policies, and may not unreasonably interfere with the processor’s business activities. Any and all audits are at the controller’s expense. Any request for the processor to provide assistance with an audit is considered a separate service if such audit assistance requires the use of resources different from or in addition to those required by law. The controller shall reimburse the processor for any time spent for any such audit at the rates agreed to by the Parties. Before the commencement of any such audit, the controller and the processor shall mutually agree upon the scope, timing, and duration of the audit in addition to the reimbursement rate for which the controller shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by the processor. The controller shall promptly notify the processor with information regarding any non-compliance discovered during the course of an audit
- After the Agreement is no longer in force between the processor and the controller, the processor and its subcontractors shall return, at their own expense and without delay, the personal data to the controller. If the return of personal data is not possible, then the parties must agree on the destruction of the material in a separate agreement.
10. TERM AND TERMINATION
- This Agreement enters into force once Organizer accepts this Agreement or uses the Service.
- This Agreement is valid for indefinitely. Organizer may terminate this Agreement with immediate effect by email at email@example.com. By terminating this Agreement, Organizer is not however exempt from the obligations he/she has undertaken under this Agreement prior to the termination.
- Upon the termination of this Agreement, the Company shall close Organizer’s Account and remove any material Organizer has posted through the Service.
11. GOVERNING LAW AND DISPUTES
- This Agreement and the relationship between Organizer and the Company shall be governed by and construed and interpreted in accordance with the laws of Finland without regard to its principles and rules on conflict of laws.
- Any dispute, arising out of or relating to the Agreement, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one (1). The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be Finnish. However, evidence may be submitted and witnesses may be heard in English, to the extent the arbitral tribunal deems it appropriate.
- Organizer does not have the permission to surrender, transfer or sublicense this Agreement unless Organizer obtains prior written consent from the Company. The Company has the unilateral right to assign, transfer or delegate any or all of its rights and obligations under the Agreement.
- Organizer agrees that if the Company does not exercise or enforce any legal rights under the Agreement (e.g. the right to compensation), it does not imply that the Company formally waives its rights, nevertheless the Company still has the right to exercise its rights.
- Organizer agrees that any cause of action that Organizer may have arising out of or related to this Agreement must commence within one (1) year after the cause of action accrues, otherwise, such cause of action is permanently barred.
- If, by a court decision, any provision of this Agreement is declared void, then only that invalid provision will be removed from the Agreement, in which case the Agreement will continue to be valid.
- Sections 4 – 8 and 10 shall prevail and stay in force even after the termination of the Agreement.
13. USAGE RULES
- If you (meaning Organizer) are downloading the software from a third party mobile device platform or service provider (“Distributor”), please be aware that the Distributor may have established usage rules which also govern your use of the software and the Service (“Usage Rules.”). We specifically refer to the Usage Rules of certain Distributors in the Section 14 below entitled ‘Distributor Requirements and Usage Rules’, but other Usage Rules may be applicable depending on where the software has been downloaded from.
- You acknowledge that, prior to downloading the Service from a Distributor or using the Service, you have had the opportunity to review and understand, and will comply with, its Usage Rules. The Usage Rules that are applicable to your use of the software and the Service are incorporated into this Agreement by this reference. You represent that you are not prohibited by any applicable Usage Rules and/or applicable law from using the Service; if you are unable to make such a representation you are prohibited from installing and/or using the Service. You agree that any right to refund under the Usage Rules shall not apply to Payments you pay for the Service under Section 4.
14. DISTRIBUTOR REQUIREMENTS AND USAGE RULES
- If you (meaning Organizer) download the Service from the Apple, Inc. (“Apple”) App Store (or in any event if you download an Apple iOS app) then, without derogating from the warranty disclaimers and limitation of liability as set forth in the Agreement:
You acknowledge and agree that:
- This Agreement is concluded between the Company and you only, and not with Apple, and the Company and its licensors, and not Apple, is solely responsible for the software and the content thereof.
- Your use of the Service is also subject to the Usage Rules established by Apple, including those set forth in the Apple App Store Terms of Service, effective as of the date that you enter into this Agreement.
- The License granted herein is limited to a non-transferable right to use the Service on an Apple iPhone, iPod Touch, iPad, or other Apple-branded product that you own or control and that runs the iOS;
- The Company is solely responsible for providing any maintenance and support services with respect to the Service, as specified in this Agreement, or as required under applicable law. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service;
- The Company is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Service to conform to any applicable warranty, you may notify Apple, and Apple will, to the extent applicable, refund any purchase price paid (if any) by you for the Service to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Service, and, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the Company’s sole responsibility;
- The Company, and not Apple, is responsible for addressing any product claims you, or any third party, may have relating to the Service or your possession and/or use of the Service;
- In the event of any third party claim that the Service or your possession and use of the Service infringes that third party’s intellectual property rights, Apple shall not be responsible for the investigation defense, settlement and discharge of any such intellectual property infringement claim;
- Apple, and its subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
You represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.