Organizer terms

BRELLA SERVICE – ORGANIZER TERMS

Latest update: Aug 13 2026

These Organizer Terms (“Agreement” or “Organizer Terms”) govern the use of the Brella service (“Service”) by event organizers (“Organizer”) who use the Service to host professional events (“Event” or “Events”). Attendees (“Attendee”) participate in Events through the Service, and sponsors (“Sponsor”) may use the Service to sponsor such Events.

The Service is provided by either Brella Ltd. or its subsidiary Brella Inc. (collectively, “we”, “us”, or the “Company”).

Brella Ltd. (business ID 2765076-7) is a limited liability company formed under Finnish law, with its principal office at Siltasaarenkatu 10, 00530 Helsinki, Finland. Brella Inc. is a corporation incorporated under the laws of the State of Delaware, with its principal office at 470 Ramona Street, Palo Alto, CA 94301, USA.

These Organizer Terms apply to the legal relationship between the Organizer and the Company when the Organizer uses the Service. When Attendees use the Service to participate in Events, the legal relationship between them and the Company is governed by the Participant Terms, available at https://www.brella.io/attendee-terms

The Organizer accepts these Organizer Terms as legally binding by concluding the Sales Agreement or by using the Service. The Organizer may not use the Service unless it enters into this Agreement with the Company. The Company and the Organizer may individually be referred to as a “Party” and together as the “Parties”.

1. DEFINITIONS

In addition to terms defined elsewhere in this Agreement, the following capitalized terms have the meanings set out below. Terms used in Section 11 (Data Protection) that are not defined here have the meanings given to them in the GDPR and other applicable data protection laws.

“Account” means the account created by the Organizer to access and use the Service.

“AI Client” means any large language model, AI agent or assistant, Model Context Protocol host, or other software operated by or for the Organizer that receives Organizer Data through an API and processes it by means of a machine-learning model.

"Anonymized Usage Data" means data derived from the operation and use of the Service that has been anonymized such that it can no longer be attributed to an identified or identifiable natural person, whether by the Company or by any other party, using means reasonably likely to be used, including aggregated networking and matchmaking analytics. The Company will not attempt to re-identify Anonymized Usage Data.

“API” means any application programming interface or Model Context Protocol server interface made available by the Company, together with the accompanying Documentation.

“Applicable Law” means all laws, regulations, and binding rules applicable to a Party’s performance under this Agreement.

“Confidential Information” has the meaning given in Section 12.

“Delivery Point” means the point at which the Company transmits Organizer Data in response to an authenticated request through an API.

“Documentation” means the user guides, help materials, and specifications for the Service made available by the Company.

“Organizer Content” means all data, materials, text, images, logos, and other content that the Organizer or its personnel upload to, or generate through, the Service, excluding Anonymized Usage Data and the Company’s own materials.

“Organizer Data” means Organizer Content together with the Personal Data processed by the Company on the Organizer’s behalf under Section 11.

“Personal Data” has the meaning given in the GDPR.

"Participant Terms" means the terms governing the use of the Service by Attendees, Sponsors' representatives and other participants, available at https://www.brella.io/attendee-terms.

“Sales Agreement” means the order form, subscription form, quote, or other written agreement between the Parties that references or incorporates these Organizer Terms and sets out the Service ordered, the Subscription Fees, and the Subscription Term.

“Subscription Fees” means the fees payable by the Organizer for the Service as set out in the Sales Agreement.

“Subscription Term” means the initial term and any Renewal Term during which the Organizer is licensed to use the Service, as set out in Section 13 and the Sales Agreement.

2. GENERAL

2.1 The Company may amend this Agreement from time to time. The Company shall notify the Organizer of material changes by email or through the Service at least thirty (30) days before they take effect. By continuing to use the Service after the changes take effect, the Organizer accepts them. Notwithstanding the foregoing, any change that materially and adversely affects the Organizer’s rights will not apply to the then-current Subscription Term already ordered under a Sales Agreement until its next renewal; and if the Company notifies the Organizer of such a change, the Organizer may reject it by giving written notice before the change takes effect, in which case the prior version continues to apply until the end of the then-current Subscription Term. Changes required by Applicable Law may take effect on the date required by law. No amendment to this Agreement operates to remove or narrow a term on which a separate data processing agreement between the Parties expressly relies, unless that data processing agreement is amended in accordance with its own terms.

2.2 The Organizer must be a legal entity established under Applicable Law and legally competent to enter into this Agreement. By creating an Account and using the Service, the Organizer warrants that it is duly authorized and entitled to enter into this Agreement in compliance with Applicable Law.

3. ACCOUNTS

3.1 The Organizer may create an Account through the Service.

3.2 When registering, the Organizer must provide accurate and complete information. The Company may verify the information provided during registration.

3.3 The Organizer is responsible for all activity under its Account and for maintaining the confidentiality and security of its credentials.

3.4 The Organizer must notify the Company immediately at support@brella.io if it becomes aware of any unauthorized use of its Account.

4. LICENSE AND PROVISION OF THE SERVICE

4.1 Subject to the terms of this Agreement and payment of the applicable Subscription Fees, the Company grants the Organizer a non-exclusive, non-sublicensable, non-assignable, and non-transferable right to access and use the Service during the Subscription Term for the Organizer’s internal business purpose of organizing, hosting, marketing, and running its Events, and to permit its authorized personnel, Attendees and Sponsors to use the Service for that purpose, in each case subject to the terms applicable to them. Where the Service includes a downloadable mobile application, the Organizer may install and use it on devices it owns or controls solely to access the Service. This license is revocable only in accordance with Section 13 (Term and Termination).

4.2 The Organizer agrees not to, and shall not permit any third party to: (i) sublicense, redistribute, sell, lease, lend, or rent the Service, except that where the Parties have agreed a white-label deployment, the Organizer may distribute the white-labeled application through its own app store developer accounts strictly in accordance with the white-label guidelines annexed to the Sales Agreement; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service, except to the extent this restriction is prohibited by Applicable Law; (iii) copy (except for necessary back-up purposes), modify, adapt, alter, or create derivative works of the Service; (iv) use the Company’s name, logo, or trademarks except as necessary to use the Service, without the Company’s prior written consent; (v) use the Service to violate Applicable Law or for any unlawful, harmful, or infringing purpose; or (vi) interfere with or disrupt the integrity or performance of the Service.

4.3 The Organizer may use the Service for organizing Events, networking, and informing others about the Events it is organizing.

5. FEES AND PAYMENT

5.1 The Organizer shall pay the Subscription Fees and any other charges in accordance with the payment terms set out in the Sales Agreement.

5.2 Taxes. All Subscription Fees are exclusive of value added tax (VAT), sales, use, and other similar taxes and duties. The Organizer is responsible for all such taxes, except taxes based on the Company’s net income. Where the reverse-charge mechanism applies, or where the Organizer is exempt, the Organizer shall provide a valid VAT identification number or exemption certificate; failing which the Company may charge and collect any applicable tax and the Organizer shall reimburse the Company for any such tax it is required to pay.

5.3 Late payments and defaults. If the Organizer fails to pay any undisputed amount when due, then, without prejudice to any other remedy available under Applicable Law: (a) all outstanding Subscription Fees become immediately due and payable; (b) the Company may suspend access to the Service until all outstanding amounts are paid in full, on prior notice where practicable; (c) interest accrues on overdue amounts at 1.5% per month, or the maximum rate permitted by law if lower; and (d) the Organizer shall reimburse the Company’s reasonable costs of collection, including reasonable legal fees.

5.4 The Company may charge a credit card convenience fee where the Organizer pays Service-related amounts by credit card.

6. RIGHTS AND RESPONSIBILITIES OF THE ORGANIZER

6.1 The Organizer is responsible for the availability, delivery, and marketing of its Events and all related obligations, including safety, accuracy, cancellations, announcements of location or schedule changes, and liability for damages such as refunds or other compensation to Attendees. The Organizer shall notify Attendees of any changes or errors in the Events without undue delay.

6.2 The Organizer is responsible for its own devices, connectivity, and related matters, including hardware condition, internet connection, antivirus, and back-ups.

6.3 The Organizer shall use the Service only for purposes permitted by this Agreement and Applicable Law.

6.4 The Organizer shall not choose a username that infringes the rights of others or violates good practice. The Company may delete an Account that has been used in breach of this Agreement, Applicable Law, or good practice. The Company may deactivate a free or expired Account that has not been accessed for twelve (12) months; this does not apply to an Account under an active paid Subscription Term.

6.5 The Organizer shall not take any action that disturbs or hinders the Service or its servers or networks.

6.6 The Service may contain links to third-party websites. The Organizer accesses such websites at its own risk.

6.7 The Organizer shall not send, transmit, or store material through the Service that violates Applicable Law or good practice or that infringes any intellectual property rights, and shall not incite others to do so.

6.8 The Company owns and retains all proprietary rights in the Service and all related content, trademarks, trade names, service marks, and other intellectual property. The Organizer shall not copy, modify, transmit, create derivative works from, or reproduce any such material without the Company’s prior written consent, and shall not remove, obscure, or alter any proprietary notices.

6.9 API use and integrations. The Service may provide access to APIs or integration tools that allow the Organizer to connect the Service with third-party systems.

(a) Scope. The Organizer may use an API solely to access its own Organizer Data for the purposes set out in Section 4.1, and solely through the endpoints and methods described in the Documentation. Access to any undocumented endpoint, or by any method other than the documented one, is not licensed.

(b) Restrictions. The Organizer shall not, and shall not permit any third party to: (i) exceed any published rate limit or quota, or circumvent any rate limiting, authentication, or access-control mechanism; (ii) extract Organizer Data in bulk other than as the documented endpoints expressly provide, or create a substantially complete replica of the Organizer Data held in the Service for the purpose of operating a substitute for the Service; (iii) use an API, or any data obtained through it, to develop, train, benchmark, or improve any product or service that competes with the Service, including any attendee matchmaking, meeting scheduling, or event networking functionality; (iv) resell or sublicense API access, or expose Organizer Data obtained through an API by means of any public interface; or (v) use an API to circumvent any restriction, permission setting, or consent state configured in the Service, including Attendee visibility, communication, and matchmaking preferences.

(c) Rate limits and changes. The Company may set and revise rate limits, quotas, and concurrency limits, and may modify or deprecate endpoints. The Company will use reasonable efforts to give thirty (30) days’ notice of any change materially and adversely affecting the Organizer’s existing usage, except where a change is required to protect the security, integrity, or availability of the Service, in which case the Company may act immediately and will notify the Organizer promptly.

(d) Suspension. The Company may suspend API access in whole or in part, immediately and without liability, where it reasonably believes that continued access presents a risk to the security, integrity, or availability of the Service or to any Personal Data, that a credential has been compromised, or that use is in breach of this Section 6.9 or Section 6.11. Suspension under this paragraph does not suspend the Organizer’s payment obligations. Section 7.3 does not limit this paragraph.

(e) No warranty; responsibility; indemnity. The Organizer’s use of APIs and integrations is at its own risk. The Company provides APIs “as is” without warranty of compatibility, performance, or fitness for a particular integration, gives no uptime commitment in respect of APIs unless expressly stated in the Sales Agreement or an SLA, and has no obligation to support Organizer-built integrations or third-party systems. The Organizer shall ensure that any integration, script, or data connection it (or a third party on its behalf) implements does not harm, overload, or interfere with the Service, and is solely responsible for: (i) the configuration, maintenance, and security of any API keys or credentials; (ii) verifying the accuracy and legality of data exchanged through integrations; and (iii) any results, errors, downtime, or data loss arising from its use of APIs or integrations. To the fullest extent permitted by law, the Company disclaims liability for damages, data breaches, or service interruptions arising out of the Organizer’s use of APIs, custom integrations, or third-party systems, and the Organizer shall indemnify the Company against third-party claims arising from such use in accordance with Section 10.

(f) Termination. On expiry or termination of this Agreement or of API access, the Organizer shall cease all use of the APIs, and the Company may revoke credentials without further notice.

6.10 Sponsors. The Organizer may permit Sponsors to use the Service in connection with its Events. Where the Organizer enables sharing of Attendee personal data with a Sponsor: (a) the Organizer instructs the Company to enable such sharing and is responsible for establishing a valid lawful basis and for providing Attendees with required notice and choices; (b) the Company acts as processor in transmitting such data on the Organizer’s documented instruction and configuration, and the Sponsor acts as an independent controller upon receipt.

6.11 AI clients. The Organizer may connect an AI Client to an API. Where it does so:

(a) Responsibility. The Organizer is solely responsible for its selection of the AI Client, for the terms on which the AI Client is provided, and for all processing of Organizer Data occurring at or after the Delivery Point.

(b) Terms of the AI Client. The Organizer shall connect only an AI Client provided under terms that (i) prohibit the use of inputs, outputs, or derived data to train, fine-tune, or evaluate any model other than a model operated solely for the Organizer; (ii) impose confidentiality obligations at least equivalent to those in Section 12; and (iii) permit deletion of Organizer Data on request. Where Personal Data is transmitted outside the European Economic Area, the Organizer is responsible for ensuring a valid transfer mechanism applies to that transmission.

(c) Prohibited use. The Organizer shall not use Organizer Data obtained through an API, whether alone or in combination with other data, (i) to make a decision producing legal effects concerning an Attendee, or similarly significantly affecting an Attendee, based solely on automated processing, unless the Organizer has (A) determined and documented a valid basis for doing so under Article 22 of the GDPR, and (B) implemented the safeguards Article 22(3) of the GDPR requires, including a means for the Attendee to obtain human review of the decision, in which case the Organizer acts as controller for that specific processing and is solely responsible for its lawfulness; or (ii) to configure or prompt an AI Client to infer, derive, or generate any special category of Personal Data within the meaning of Article 9 of the GDPR concerning any Attendee.

(d) Logging. The Company logs API requests, including the credential used, timestamp, endpoint, and volume of data returned, and may make these logs available to the Organizer on request. The Company has no visibility of, and maintains no records concerning, processing occurring after the Delivery Point.

7. RIGHTS AND RESPONSIBILITIES OF THE COMPANY

7.1 The Company operates solely as the provider of the Service. The Company is not responsible for the availability, delivery, marketing, or content of the Events, nor for the acts or omissions of Organizers, Attendees, or Sponsors in connection with the Events.

7.2 The Company will use commercially reasonable efforts to make the Service available. Except as expressly set out in this Agreement or in a separate service level agreement or the Sales Agreement, the Service is provided without any uptime commitment, and the Company does not warrant that the Service will be uninterrupted or error-free.

7.3 The Company may temporarily suspend the Service, in whole or in part, for maintenance, upgrades, security, system overload, or other operational or legal reasons. The Company will use reasonable efforts to provide advance notice of planned suspensions and to minimize disruption. Suspension or termination of the Service is otherwise governed by Section 13.

7.4 The Company may charge convenience fees as set out in Section 5.4.

7.5 The Service may enable the Organizer to access or interact with third-party sources, such as third-party websites and services. The Company does not assume responsibility for the content, actions, or practices of such sources, and the Organizer’s reliance on them is at its own risk.

7.6 The Company may remove material that (i) is unlawful, infringing, or contrary to this Agreement or good practice, or (ii) is harmful to the Company, Organizers, Attendees, or third parties. Where practicable and lawful, the Company will notify the Organizer of such removal.

7.7 Anonymized Usage Data. The Company owns all right, title, and interest in Anonymized Usage Data and may freely use it for its own purposes, including to operate, improve, and develop the Service. The Company grants the Organizer a right to use Anonymized Usage Data relating to the Organizer’s own Events. Anonymized Usage Data is not Personal Data. The Company’s processing of Personal Data to produce Anonymized Usage Data is governed by Section 11 or the applicable separate data processing agreement. Separately, the Company acts as an independent controller where it determines the purposes and means of processing Personal Data for its own security, billing and legal-compliance activities, as described in its Privacy Policy.

7.8 Artificial intelligence features.

(a) Provision. The Service may include features that use artificial-intelligence or machine-learning technologies ("AI Features"), such as matchmaking, recommendations, summarization, or content generation. AI Features are assistive tools that provide suggestions to Attendees and Organizers. Their outputs may be inaccurate or incomplete and are provided "as is" without warranty of accuracy, completeness, or fitness for a particular purpose. The Company may add, modify, or discontinue AI Features from time to time.

(b) Organizer responsibility. The Organizer is responsible for reviewing AI outputs and for any decisions it makes based on them, and shall use AI Features in compliance with Applicable Law, including data-protection, anti-discrimination, and, where applicable, Regulation (EU) 2024/1689 (the "EU AI Act"). AI Features are not designed to produce legal effects, or similarly significant effects, on an Attendee within the meaning of Article 22 of the GDPR. Where the Organizer configures an AI Feature to produce such a decision, the Organizer acts as controller for that processing and is solely responsible for its lawfulness, including for the basis under Article 22 and the safeguards Article 22(3) requires.

(c) Prohibited use. The Organizer shall not: (i) use any AI Feature, including matchmaking, to recruit, screen or select job candidates, or to decide on promotions, terminations or work assignments; (ii) input special categories of Personal Data into AI Features; (iii) use AI Features to build or train a competing product or model, and the restriction in Section 6.9(b)(iii) applies in addition in respect of data obtained through an API; or (iv) reverse engineer or attempt to extract the underlying models.

(d) Data use and model training. The Company does not use Organizer Data or Personal Data processed on the Organizer's behalf to train, fine-tune, or otherwise develop or improve any artificial-intelligence or machine-learning model, including any general-purpose or foundation model, and does not make such data available to any third party for that purpose. The Company processes Personal Data through AI Features solely to provide, operate, maintain, and troubleshoot the Service for the Organizer, in accordance with Section 11. For the improvement, development, and evaluation of the Service, the Company uses only Anonymized Usage Data, and the Organizer instructs the Company to anonymize Personal Data for that purpose.

7.9 Publicity. The Company may identify the Organizer as a customer and use the Organizer’s name and logo as a reference in its marketing materials, subject to the Organizer’s brand guidelines and any restrictions the Organizer notifies to the Company in writing.

7.10 Connectors. The Service may include integrations the Company builds between the Service and third-party systems ("Connectors"). Connectors depend on interfaces and availability controlled by the third party, which the Company does not control, and may be modified, suspended, or discontinued as a result. Connectors are provided "as is" with no uptime commitment and are excluded from any service level agreement. Enabling a Connector is a documented instruction under Section 11.4, and the Company's processing as processor ends when it transmits Organizer Data to the third-party system or receives it from that system. To the fullest extent permitted by Applicable Law, the Company is not liable for loss arising from the third party's changes, downtime, errors, or termination of access.

8. WARRANTIES AND DISCLAIMERS

8.1 Each Party warrants that it has the power and authority to enter into and perform this Agreement.

8.2 The Company warrants that it will provide the Service in a professional and workmanlike manner.

8.3 Except as expressly stated in this Agreement, the Service is provided on an “as is” and “as available” basis, and the Company disclaims all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from a course of dealing or usage of trade, to the fullest extent permitted by Applicable Law. The Organizer's purchase of the Service is not contingent on the delivery of any future functionality or feature, or on any public or private comment by the Company about future functionality, including roadmaps, previews, beta features, presentations, and statements by the Company's personnel. The Organizer's decision to purchase is based on the Service as it exists at the effective date of the Sales Agreement. The Organizer’s sole and exclusive remedy, and the Company’s entire liability, for breach of the warranty in Section 8.2 is for the Company to use commercially reasonable efforts to re-perform or correct the non-conforming Service within thirty (30) days of the Organizer’s written notice describing the non-conformity in reasonable detail. If the Company is unable to do so within that period, the Organizer may terminate the affected Service and receive a refund of the pre-paid, unused fees for the non-conforming portion. This is the Organizer’s only remedy for breach of this warranty.

9. LIMITATION OF LIABILITY

9.1 Excluded losses. To the fullest extent permitted by Applicable Law, neither Party is liable for indirect, consequential, incidental, special, exemplary, or punitive damages, or for loss of profits, revenue, anticipated savings, goodwill, or business opportunity, loss or corruption of data, or any administrative fine, in each case even if advised of the possibility. The exclusions in this Section 9.1 apply for the benefit of each Party and its affiliates, licensors, and service providers.

9.2 General Cap. Subject to Sections 9.3 to 9.5, each Party’s total aggregate liability for all claims arising out of or relating to this Agreement will not exceed the amounts actually paid by the Organizer for the Service in the twelve (12) months preceding the first event giving rise to a claim (the “General Cap”).

9.3 Enhanced Cap. Subject to Sections 9.4 and 9.5, for (a) a Party’s indemnification obligations under Section 10; (b) breach of Section 11 (Data Protection) or any separate data processing agreement between the Parties relating to the Service; (c) breach of Section 12 (Confidentiality); or (d) a Party’s gross negligence, that Party’s total aggregate liability will not exceed two (2) times the General Cap (the “Enhanced Cap”). The Enhanced Cap is a single aggregate limit and not an additional one: amounts recovered subject to the General Cap count towards the Enhanced Cap. Only one Enhanced Cap applies to any claim or series of related claims arising from the same or connected facts. Section 9.1 continues to apply.

9.4 Intellectual-property indemnity. Notwithstanding Sections 9.2 and 9.3, the Company’s total aggregate liability for its indemnification obligation under Section 10.2 (third-party intellectual-property infringement) will not exceed three (3) times the General Cap (the “IP Cap”). The IP Cap is a single aggregate limit and not an additional one: amounts recovered subject to the General Cap or the Enhanced Cap count towards the IP Cap. Subject to Section 9.5, the IP Cap is the maximum aggregate amount recoverable from the Company under this Agreement for claims of every kind.

9.5 Liabilities not limited. Sections 9.1 to 9.4 do not apply to: (a) fraud or wilful misconduct; (b) a Party’s liability owed directly to a data subject or to a supervisory authority, to the extent Applicable Law prevents that liability being limited; or (c) any other liability that cannot be limited or excluded under Applicable Law. In addition, Sections 9.2 to 9.4, but not Section 9.1, do not apply to the Organizer’s obligation to pay amounts due under this Agreement.

To the extent permitted by Applicable Law, claims between the Parties for contribution, reimbursement or recourse, including under Article 82(5) of the GDPR, are subject to the exclusions and limitations in Sections 9.1 to 9.4. Nothing in this Agreement excludes or restricts any right or liability that cannot lawfully be excluded or restricted.

9.6 Group entities. Where more than one Brella entity is party to or performs under this Agreement, those entities are together subject to a single set of limits under this Section 9. Amounts recovered from any one entity count towards those limits, and the Organizer shall not recover the same loss more than once.

9.7 Causation. Neither Party is liable to the extent a loss results from the other Party’s own instructions, configuration, or content, or from use of the Service contrary to this Agreement or the Documentation.

9.8 Mandatory law. Some jurisdictions do not allow certain limitations or exclusions of liability, so parts of this Section may not apply to the Organizer.

10. INDEMNIFICATION

10.1 Each Party (the "Indemnifying Party") shall defend, indemnify, and hold harmless the other Party and its affiliates and their respective officers, directors, employees, and agents (the "Indemnified Parties") from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the Indemnifying Party's gross negligence or willful misconduct. The Organizer shall in addition indemnify the Company's Indemnified Parties on the same basis for the Organizer's breach of this Agreement or violation of Applicable Law. The Company shall in addition indemnify the Organizer's Indemnified Parties on the same basis for the Company's breach of Section 11 (Data Protection) or Section 12 (Confidentiality).

10.2 The Company shall additionally defend, indemnify, and hold harmless the Organizer from any third-party claim alleging that the Service, as provided by the Company and used in accordance with this Agreement, infringes or misappropriates the intellectual property rights of that third party.

10.3 The Organizer shall additionally defend, indemnify, and hold harmless the Company and its affiliates from any third-party claim arising from: (i) the Organizer’s use or misuse of the Service; (ii) Organizer Content; (iii) the Organizer’s Events; or (iv) the Organizer’s violation of third-party rights, including intellectual property or data-protection rights.

10.4 The Indemnified Party shall promptly notify the Indemnifying Party of the claim, allow the Indemnifying Party to control the defense and settlement (provided no settlement imposing a non-monetary obligation on the Indemnified Party may be made without its consent, not to be unreasonably withheld), and provide reasonable cooperation.

10.5 Each Party's liability under this Section is subject to the limitations in Section 9, including the IP Cap in Section 9.4. Costs of defense and any settlement or award paid under this Section count towards the applicable limit in Section 9.

10.6 The Company's indemnification obligation under Section 10.2 does not apply where the alleged infringement arises from: (i) the Organizer’s modification of the Service; (ii) the Organizer’s combination of the Service with third-party products or services not approved by the Company; (iii) the Organizer’s continued use of the Service after the Company has provided a non-infringing alternative; (iv) the Organizer’s use of the Service otherwise than in accordance with this Agreement or the Documentation; or (v) the Company’s compliance with designs, specifications, or written instructions provided or required by the Organizer.

11. DATA PROTECTION AND DATA PROCESSING AGREEMENT (DPA)

11.1 Scope. This Section 11 is the data processing agreement between the Parties under Article 28 of the GDPR and applies to all Personal Data the Company processes on the Organizer's behalf. It is governed by the law, and disputes relating to it are subject to the forum, applicable under Section 15. Brella Ltd. submits to that law and forum for the purposes of this Section 11. Nothing in this Section affects the application of data protection law to the processing, which applies irrespective of the governing law of this Agreement. Where the EU Standard Contractual Clauses, the UK Addendum, or any other transfer mechanism is entered into or incorporated under Section 11.9, that mechanism is governed by the law it specifies and is not subject to the governing law or forum under Section 15.

11.2 Roles. The Organizer is controller; Brella Ltd. is processor, irrespective of which Brella entity is party to the Sales Agreement. Brella Ltd. is directly bound to the Organizer by this Section 11, which the Organizer may enforce against it, whether or not Brella Ltd. is a signatory to the Sales Agreement. Where the Organizer is itself acting for a third-party controller, the Organizer warrants it has authority to instruct on that controller's behalf. Where the Organizer receives Organizer Data through an API, the Company's processing as processor ends at the Delivery Point, and the Company is not responsible for processing occurring at or after that point, including processing by any AI Client or other system operated by or for the Organizer.

11.3 Processing details. Subject matter, duration, and purpose: providing the Service, for the term of this Agreement. Data subjects: Attendees, speakers, Sponsors' and the Organizer's personnel. Categories: identifiers and contact details, professional information, Event participation and networking data, in-app messages, and any other Personal Data the Organizer collects or uploads. The Organizer shall not collect special categories of Personal Data through the Service, except dietary requirements and accessibility needs. The Organizer is responsible for the lawful basis for collecting those, including explicit consent where Article 9 of the GDPR requires it.

11.4 Instructions. The Company processes Personal Data only on the Organizer's documented instructions — this Agreement and the Organizer's configuration and use of the Service — unless required otherwise by law, and will flag any instruction it believes unlawful. The Organizer is responsible for its own legal basis, notices, and use of the Service's access and visibility controls.

11.5 Security and confidentiality. The Company shall implement appropriate technical and organizational measures under Article 32 of the GDPR, a description of which is available to the Organizer on request, grant access to Personal Data only to personnel who need it, keep it confidential, and not sell, rent, or disclose it except as this Agreement permits or the law requires.

11.6 Breach. The Company shall notify the Organizer without undue delay, and in any event within 72 hours of becoming aware, with the information reasonably needed for the Organizer's own notifications, providing what's available first if not all details are ready at once.

11.7 Assistance. The Company shall assist the Organizer, taking into account the nature of processing, with data subject requests and with Articles 32–36 GDPR obligations, at no charge except for unusually onerous requests, and shall make available the information needed to demonstrate compliance with Article 28.

11.8 Sub-processors. The Organizer authorizes the Company to engage its current sub-processors, a list of which is available on request, and any affiliate or replacement on ten (10) days' notice to the Organizer. The Organizer may object within that period on documented data-protection grounds; if unresolved after good-faith discussion, the Organizer's sole remedy is to terminate the affected part of the Service on 60 days' notice, and the Company will refund any prepaid, unused fees for the terminated part. The Company remains responsible for each sub-processor's compliance with obligations equivalent to this Section 11.

11.9 International transfers. Personal Data is hosted in the EEA except where a sub-processor outside it is engaged under Section 11.8. The Organizer authorizes such transfers, and the Company shall ensure an appropriate Chapter V mechanism is in place (adequacy decision, EU Standard Contractual Clauses, UK Addendum, or Swiss-recognized equivalent, as applicable).

11.10 AI and machine learning. The Company shall not use Personal Data to train, fine-tune, or improve any AI or machine-learning model, its own or a third party's, and imposes the same restriction on its sub-processors. It processes Personal Data through AI features only to operate the Service for the Organizer. Improvement of the Service uses only anonymized data that the Company will not attempt to re-identify.

11.11 U.S. state privacy laws. To the extent the CCPA or a comparable state law applies, the Company is a service provider: it will not sell or share Personal Data, will use it only for the purposes of this Agreement, and will not combine it with data from other sources except as the law permits for a service provider.

11.12 Audit. The Company's current certifications and audit reports, provided on written request no more than once a year, together with responses to a security questionnaire, ordinarily satisfy the Organizer's audit rights. A further or on-site audit is available on 30 days' notice where reasonably required — for example, following a confirmed breach or documented non-compliance — at the Organizer's cost, no more than once a year.

11.13 Return, deletion, and amendment. On termination, the Company will return or delete Personal Data at the Organizer's choice, unless the law requires retention; data in routine backups is deleted on the ordinary cycle and remains protected until then. This Section 11 may not be amended unilaterally under Section 2.1; changes require written agreement, except updates to the measures or sub-processor list under Sections 11.5 and 11.8. The Company will provide a signature-ready copy of this Section on request, without changing its terms.

12. CONFIDENTIALITY

12.1 Each Party (“Receiving Party”) agrees to keep confidential all non-public information disclosed by the other Party (“Disclosing Party”) in connection with this Agreement (“Confidential Information”) and to use it solely to perform its obligations under this Agreement. Each Party shall protect the other’s Confidential Information with at least the same care it uses for its own, and no less than reasonable care.

12.2 These obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party before disclosure; (c) is independently developed without reference to the Confidential Information; or (d) is received from a third party free of any confidentiality obligation.

12.3 If compelled by law to disclose Confidential Information, the Receiving Party shall give prompt prior written notice (where legally permitted) and disclose only what is legally required.

12.4 These obligations survive termination of this Agreement for three (3) years, except for trade secrets, which remain protected for as long as they qualify as trade secrets under Applicable Law. Upon termination, each Party shall promptly return or destroy the other’s Confidential Information upon request.

12.5 A breach of this Section may cause irreparable harm, and the Disclosing Party is entitled to seek injunctive or equitable relief without the requirement to post a bond or prove actual damages.

12.6 This Section supplements the data protection obligations in Section 11. In the event of any conflict regarding Personal Data, Section 11 prevails.

13. TERM AND TERMINATION

13.1 Term. This Agreement enters into force when the Organizer accepts these Terms or first uses the Service, whichever is earlier, and remains in force until terminated in accordance with this Section 13 or the applicable Sales Agreement. Each Sales Agreement specifies its own initial term. Unless otherwise stated, the initial Subscription Term is twelve (12) months from the effective date.

13.2 Automatic renewal. Unless otherwise agreed in writing, each Subscription Term automatically renews for successive periods equal in length to the initial Subscription Term (each a “Renewal Term”) unless either Party gives written notice of non-renewal at least sixty (60) days before the end of the current term. Renewal occurs under the same pricing and conditions unless the Company notifies the Organizer in writing of updated pricing or terms at least ninety (90) days before the end of the then-current Subscription Term, in which case the updated terms apply from the start of the Renewal Term. Where the Company gives such notice fewer than ninety (90) days before the end of the then-current Subscription Term, the Organizer’s deadline for giving notice of non-renewal is extended to thirty (30) days after the Company’s notice.

13.3 Termination for convenience. The Organizer may terminate for convenience on thirty (30) days’ written notice to support@brella.io. Upon such termination, all fees for the remainder of the then-current Subscription Term become immediately due and payable in full as of the effective date of termination, or, where the Sales Agreement specifies an Early Termination Fee, that amount governs. The Company may terminate for convenience on thirty (30) days’ written notice to the Organizer, in which case the Company will refund any prepaid, unused Subscription Fees for the terminated period.

13.4 Termination for cause. Either Party may terminate immediately on written notice if the other Party: (a) materially breaches this Agreement and fails to cure within thirty (30) days after written notice; or (b) becomes insolvent, enters bankruptcy, or ceases business operations. The Company may suspend or terminate the Organizer’s access immediately if the Organizer: (i) uses the Service in violation of Applicable Law; (ii) uses the Service in a manner that may cause material harm to the Company, its infrastructure, or other users; or (iii) fails to pay undisputed fees when due.

13.5 Effect of termination. Upon termination or expiration: (a) all rights and licenses granted to the Organizer cease, and the Organizer shall stop using the Service; (b) the Organizer shall pay all fees accrued through the effective date of termination; and (c) within thirty (30) days after termination, the Organizer may submit a written request to support@brella.io to either (i) receive a copy of its Organizer Data in a commonly used electronic format, or (ii) have such data deleted. If no request is received within that period, the Company will delete the Organizer Data, except as required for legal, regulatory, or legitimate business purposes. Personal Data is handled in accordance with Section 11 and Applicable Law. The Company retains its rights to Anonymized Usage Data under Section 7 and may retain aggregated, anonymized information that cannot identify the Organizer or any individual.

13.6 Active Events. If termination occurs while an Event is ongoing or scheduled to begin within thirty (30) days, the Company will, where technically feasible and provided all outstanding fees are paid, maintain the Service until the Event concludes. This does not extend the term but ensures orderly closure and data export.

13.7 Successive Sales Agreements. Where the Parties sign a new Sales Agreement for a renewal or subsequent Subscription Term, that new Sales Agreement supersedes and replaces the prior Sales Agreement with effect from its effective date, and the automatic renewal in Section 13.2 does not apply to the superseded Sales Agreement. These Organizer Terms (as in effect on the effective date of the new Sales Agreement) continue to apply to every Sales Agreement unless expressly amended in writing signed by both Parties. Rights and obligations that accrued under the prior Sales Agreement before the effective date of the new one (including any accrued or unpaid fees) survive. Any AI Features Terms accepted by the Organizer, and any separate data processing agreement between the Parties, continue in force notwithstanding the execution of a new Sales Agreement, unless expressly terminated or replaced.

13.8 Survival. The following survive termination or expiration: Section 1 (Definitions), Section 5 (Fees and Payment) as to amounts accrued or due, Sections 6.8, 6.9(b), 6.9(e), 6.9(f), 6.11(a) and 6.11(c) (intellectual property, API restrictions, API indemnity, end of API access, and AI Client responsibility), Section 7.7 (Anonymized Usage Data), Section 7.8(d) (no model training), Section 8.3 (disclaimers), Section 9 (Limitation of Liability), Section 10 (Indemnification), Section 11 (Data Protection) as set out below, Section 12 (Confidentiality), Section 15 (Governing Law and Disputes), and Section 16 (Miscellaneous).

Section 11 survives in full for as long as the Company holds any Personal Data processed on the Organizer's behalf, including copies in backups. During that time the Company will process that data only to delete or return it, for disaster recovery, security or business continuity, or to comply with law.

14. FORCE MAJEURE

14.1 Neither Party is liable for any failure or delay in performing its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, failures of telecommunications or internet providers, denial-of-service or other cyber attacks against the Company or its service providers, government action, or epidemics or pandemics (a "Force Majeure Event").

14.2 The affected Party shall notify the other Party without undue delay and use reasonable efforts to mitigate the effects. If a Force Majeure Event continues for more than thirty (30) days, either Party may terminate the affected Service on written notice, in which case the Company will refund any prepaid, unused Subscription Fees for the terminated period.

14.3 For the avoidance of doubt, the cancellation, postponement, or reduced attendance of an Event, or an Attendee’s inability to attend, does not by itself excuse the Organizer’s payment obligations, except as expressly agreed in the Sales Agreement.

15. GOVERNING LAW AND DISPUTES

The governing law and dispute-resolution forum depend on which Brella entity the Organizer has contracted with under the applicable Sales Agreement.

15.1 If the Organizer has contracted with Brella Ltd. This Agreement is governed by the laws of Finland, without regard to its conflict-of-law principles. Any dispute arising out of or relating to this Agreement shall be finally settled by arbitration under 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, and the language shall be English.

15.2 If the Organizer has contracted with Brella Inc. This Agreement is governed by the laws of the State of New York, USA, without regard to its conflict-of-law principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat and venue shall be New York, New York, USA, and the arbitration shall be conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. Each Party waives any right to a jury trial and agrees that disputes will be resolved on an individual basis and not as a plaintiff or class member in any class or representative proceeding.

15.3 Nothing in this Section prevents either Party from seeking injunctive or equitable relief from a court of competent jurisdiction to protect its intellectual property or Confidential Information.

16. MISCELLANEOUS

16.1 This Agreement consists of the Sales Agreement, these Organizer Terms, any separate data processing agreement, the AI Features Terms where accepted by the Organizer, and any exhibits or documents they incorporate by reference. Together these are the entire agreement between the Parties regarding the Service.

From the effective date of the Sales Agreement, this Agreement replaces all earlier and contemporaneous agreements and understandings between the Parties relating to the Service, whether written or oral, including any earlier Sales Agreement and any earlier version of these Organizer Terms. Rights and obligations that accrued before that date, including unpaid fees, are unaffected.

Authorizations, consents, and instructions the Organizer gave under an earlier version of these Organizer Terms or an earlier agreement relating to the Service remain in force and continue under this Agreement. Where a separate data processing agreement between the Parties governs a matter, that agreement continues to govern it.

Any purchase order, vendor portal terms, or standard business terms issued by the Organizer have no effect, even if acknowledged.

16.2 Order of precedence. In the event of conflict, the following order of precedence applies: (1) any separate data processing agreement or, where the Parties have not executed one, Section 11 (Data Protection), as to Personal Data; (2) the Sales Agreement, as to commercial terms; (3) the AI Features Terms, as to the AI Features they govern; (4) these Organizer Terms; and (5) any Documentation or policies referenced herein.

16.3 Notices. Legal notices to the Company must be sent to dpo@brella.io; notices to the Organizer may be sent to the email or postal address associated with its Account or set out in the Sales Agreement. Notices are deemed received on the day of transmission if sent by email on a business day before 5:00 p.m. in the recipient’s time zone, and otherwise on the next business day. Operational notices may be given through the Service.

16.4 Assignment. The Organizer may not assign, transfer, or sublicense this Agreement without the Company’s prior written consent. The Company may assign this Agreement to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any assignment in breach of this Section is void.

16.5 Anti-corruption. Each Party represents that it has not received or been offered, and will not offer or accept, any illegal or improper bribe, kickback, or payment in connection with this Agreement, and will comply with applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act.

16.6 Economic sanctions and export controls. Each Party shall comply with applicable export control and economic sanctions laws (including those administered by the EU, the UK, and the U.S. Office of Foreign Assets Control). The Organizer represents that it is not, and is not owned or controlled by, a party subject to such sanctions, and that it will not use or make the Service available in violation of such laws or from an embargoed territory.

16.7 Waiver. A Party’s failure to enforce any right under this Agreement is not a waiver of that right.

16.8 Limitation on claims. Any cause of action arising out of or related to this Agreement must be commenced within one (1) year after it accrues, except for claims for non-payment; otherwise it is permanently barred, to the extent permitted by Applicable Law.

16.9 Severability. If any provision is held invalid, that provision will be limited or removed to the minimum extent necessary, and the remainder of the Agreement will remain in full force and effect.

16.10 Independent contractors. The Parties are independent contractors. This Agreement does not create any agency, partnership, or joint venture.

17. MOBILE APPLICATION USAGE RULES

17.1 If the Organizer downloads the Service from a third-party mobile device platform or service provider (each a “Distributor”, such as the Apple App Store or the Google Play Store), the Distributor may have established usage rules that also govern the Organizer’s use of the software (“Usage Rules”). Section 18 sets out specific terms for certain Distributors, but other Usage Rules may apply depending on where the software was downloaded.

17.2 The Organizer acknowledges that it has had the opportunity to review, and will comply with, the applicable Usage Rules, which are incorporated by reference. The Organizer represents that it is not prohibited by any applicable Usage Rules or Applicable Law from using the Service. Any right to refund under the Usage Rules does not apply to fees paid under Section 5.

18. DISTRIBUTOR REQUIREMENTS AND USAGE RULES

18.1 Apple App Store.

If the Organizer downloads the Service from the Apple, Inc. (“Apple”) App Store (or otherwise downloads an Apple iOS app), then, without derogating from the warranty disclaimers and limitation of liability in this Agreement, the Organizer acknowledges and agrees that:

(a) This Agreement is between the Company and the Organizer only, and not with Apple; the Company, and not Apple, is solely responsible for the software and its content.

(b) The Organizer’s use of the Service is also subject to Apple’s applicable Usage Rules, including the Apple App Store Terms of Service in effect when the Organizer enters into this Agreement.

(c) The license granted is limited to a non-transferable right to use the Service on an Apple-branded product that the Organizer owns or controls and that runs iOS.

(d) The Company, not Apple, is solely responsible for providing maintenance and support for the Service, except as required by Applicable Law. Apple has no obligation to furnish any maintenance or support.

(e) The Company, not Apple, is responsible for any product warranties to the extent not effectively disclaimed. If the Service fails to conform to any applicable warranty, the Organizer may notify Apple, and Apple will refund any purchase price paid (if any) for the Service; to the maximum extent permitted by law, Apple will have no other warranty obligation, and any other claims will be the Company’s sole responsibility.

(f) The Company, not Apple, is responsible for addressing any claims of the Organizer or a third party relating to the Service or the Organizer’s possession or use of the Service.

(g) In the event of a third-party claim that the Service or the Organizer’s possession and use of the Service infringes intellectual property rights, the Company, not Apple, is responsible for the investigation, defense, settlement, and discharge of such claim.

(h) Apple and its subsidiaries are third-party beneficiaries of this Agreement and, upon the Organizer’s acceptance, will have the right to enforce this Agreement against the Organizer as a third-party beneficiary.

(i) The Organizer represents and warrants that: (i) it is not located in a country subject to a U.S. Government embargo or designated as a “terrorist-supporting” country; and (ii) it is not listed on any U.S. Government list of prohibited or restricted parties.

18.2 Google Play Store.

If the Organizer downloads the Service from the Google Play Store (or otherwise downloads an Android app distributed by Google), the Organizer’s use of the software is also subject to the Google Play Terms of Service and any applicable Google usage rules and policies. This Agreement is between the Company and the Organizer only, and not with Google LLC or its affiliates (“Google”); Google is not a party to this Agreement, is not responsible for the Service or its content, and provides no warranty, maintenance, or support for the Service. The Organizer’s use of the software must comply with the applicable Google usage rules.

18.3 Other Distributors.

If the Organizer downloads the Service from any other Distributor, its use is also subject to that Distributor’s applicable terms and Usage Rules. This Agreement is between the Company and the Organizer only, and not with the Distributor, and the Distributor is not responsible for the Service or its content.