Welcome to Brella (later referred as the “Service”), a networking software application provided by Brella Ltd.
By filling out Brella Ltd’s order form or by using/installing the Service , you as an organizer of professional events, expressly acknowledge and agree that you are entering into a legal agreement with Brella Ltd. (“Brella”, “we”, “us” or “our”), and have understood and agree to comply with, and be legally bound by, this organizer license agreement (“Organizer Agreement”) .
You also represent and warrant that you are competent to enter into this Organizer Agreement in your jurisdiction. If you are entering into this Organizer Agreement on behalf of an entity, you further represent that you are authorized to enter into this Agreement on behalf of such entity.
You and Brella are together referred to as the “Parties.”
1.1. Brella reserves the right to modify this Organizer Agreement without further notice and your continued use of the Service thereafter means that you accept those changes. If you wish no longer to be a part of this Organizer Agreement, you must delete your account. The up-to-date version is always available in our website.
1.3. If you do not follow the terms set out in this Organizer Agreement, Brella may cancel your account.
1.4. Brella may stop (permanently or temporarily) providing the Service (or any features within the Service) to you at Brella’s sole discretion, without prior notice to you.
2.1. This Organizer Agreement grants you the right to use the Service for organizing professional events, networking and informing other users about the event you are organizing. As such events are the sole responsibility of you, and Brella only provides the means for you and the end users to contact each other, Brella is not liable for anything that concerns the professional events.
2.2. Subject to the terms and conditions of this Organizer Agreement, we hereby grant solely to you 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 Organizer Agreement and any applicable Usage Rules (as defined below) on a mobile phone, tablet, computer or other device (“Device”) that you own or control.
2.3. You agree 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 Brella’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 Organizer Agreement; and/or engage in any activity that interferes with or disrupts the Service.
3.1. In order to use the Service you have to create an account (“Account”). During registration, you will be asked to choose a password.
3.2. When creating an account, you have to be legally competent and authorized to enter this Organizer Agreement on behalf of an entity.
3.3. Since Brella is intended for professional uses only, remember to act professionally when using it, and only use it for professional purposes. Users are not allowed to distribute any illegal material including but not limited to drugs, pornography, weaponry or terrorism.
3.4. If you create an Account, you must provide accurate and complete information about yourself and the entity you represent. You are solely responsible for the activity that occurs in your Account, and you must keep your Account password secure. You acknowledge and agree that you are solely responsible for the safe usage, maintenance and confidentiality of the password that you use to log in to the Service.
3.5. You must notify us immediately of any unauthorized use of your Account by emailing us at email@example.com. If there is any reason for us to assume that unauthorized third parties are using the Service, the account is immediately suspended.
3.6. You acknowledge and agree that the information you provide in the course of creating an account may be provided to and maintained by Brella, whether or not you complete the registration process, and may be used by the organizer in connection with the event or future events or other products and services.
4. Third Party Sources
4.1. The Service may also enable you to view, access, communicate and interact with third party sources (“Third Party Source(s)”) meaning third party websites and services.
4.2. We do not assume any responsibility for the content, actions or practices of, any Third Party Sources. Your interaction with a Third Party Source and your use of, and reliance upon, any content provided by Third Party Sources is at your sole discretion and risk.
4.3. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against Brella, and release Brella from any and all liability, arising from your use of and interaction with any Third Party Source.
5. User Content
5.1. The Service may permit the hosting, sharing, posting and publishing of content by you and other users (“User Content“). Your User Content may be posted to the Service, or otherwise be made publicly available. You shall be solely responsible for your User Content and the consequences of posting or publishing them. We have complete discretion whether to publish your User Content and we reserve the right without further notice to you, to monitor, censor, edit, remove, delete and/or remove any and all User Content at any time and for any reason. We do not guarantee any confidentiality with respect to any User Content.
5.2. You represent and warrant that you own or have the necessary rights and permissions to use and authorize us to use all Intellectual Property Rights in and to your User Content, and to enable inclusion and use thereof as contemplated by this Organizer Agreement. You retain all of your ownership rights in your User Content.
5.4. You understand and acknowledge that we are not responsible for the accuracy, usefulness, safety or intellectual property rights of, or relating to, such User Content; and you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against us with respect to such User Content.
5.5. We reserve the right to access, read, preserve and disclose any User Content or any other information that we obtain in connection with the Service as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce this Organizer Agreement, including investigation of potential violations of it; (iii) detect, prevent or otherwise address fraud, security or technical issues; or (iv) respond to your user support requests;
5.6. You agree that you will not send, display, post, submit, publish or transmit a User Content that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise dishonest, inaccurate, inappropriate, malicious or fraudulent; (iii) contains the contact information or any personally identifiable information of any third party unless you have first obtained the express consent of said third party to include their contact information or personally identifiable information; and/or (iv) breaches this Organizer Agreement.
6. Intellectual Property Rights
6.1. You acknowledge that Brella and its licensors retain all title, ownership rights and Intellectual Property Rights in and to the Service (and its related software). We reserve all rights not expressly granted herein to the Service. “Intellectual Property Rights” means any and all rights, titles and interests in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, whether foreign or domestic.
7.1. You are obliged to pay Brella a license fee for the use of the software. Fees are non-refundable and non-cancellable, unless otherwise expressly stated in the Organizer Agreement or sales agreement.
7.2. Payment information and payment methods are specified and presented through the Service or sales agreement.
7.3. You will also be responsible for paying any applicable taxes, duties and other governmental payments relating to your fees. You acknowledge that complying with laws is your responsibility, and you agree not to hold us liable for your failure to comply with any laws or our failure to notify you of, or properly apply, any law.
7.4. You agree that you will only use credit cards belonging to you, or persons who expressly authorize such use, for the purpose of conducting the transaction. You hereby grant Brella the right to provide any information you submit to third parties for purposes of facilitating the completion of transaction initiated by you or on your behalf. Verification of information may be required prior to the acknowledgment or completion of any transaction.
7.5. If your payment is late, you shall pay Brella interest at an annual rate of 9% or, if lower, the maximum rate permitted by law on the outstanding sum from the payment due date until the date of full payment. Brella has the right to limit or deny your use of the Service in case of uncompleted payments. All delayed, stopped and returned payments will lead to additional handling costs and charges.
9. Warranty Disclaimers
9.1. 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.
9.2. WE DO NOT WARRANT THAT THE SERVICE WILL OPERATE ERROR-FREE, THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL CODE OR THAT WE WILL CORRECT ANY ERRORS IN THE SERVICE. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
9.3. IF YOU HAVE A DISPUTE WITH ANY OTHER SERVICE USER, YOU AGREE THAT WE ARE NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.
9.4. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
10. Limitation of Liability
10.1. UNDER NO CIRCUMSTANCES SHALL BRELLA BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF DATA, REVENUE, BUSINESS OR REPUTATION, OR FOR THE COST OF SUBSTITUTE GOODS OR SERVICES, THAT ARISES UNDER OR IN CONNECTION WITH THIS ORGANIZER AGREEMENT, OR THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICE EVEN IF BRELLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2. IN ANY EVENT, BRELLA’S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES THAT ARISE UNDER OR IN CONNECTION WITH THIS ORGANIZER AGREEMENT, OR THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE SERVICE, SHALL NOT IN ANY CIRCUMSTANCE EXCEED THE TOTAL AMOUNTS, IF ANY, ACTUALLY PAID BY YOU TO BRELLA FOR USING THE SERVICE (NOT INCLUDING ANY FEES PAID FOR TRANSACTIONS) WITHIN THE THREE (3) MONTHS PRECEDING THE DATE OF BRINGING A CLAIM.
10.3. FURTHERMORE, BRELLA IS NOT LIABLE FOR ISSUES RELATING TO CONSUMER PROTECTION ACT (38/1978). SUCH MATTERS ARE SOLELY THE RESPONSIBILITY OF THE ORGANIZER OF THE PROFESSIONAL EVENT IN QUESTION. YOU AGREE THAT YOU WILL COMPLY WITH ALL APPLICABLE LAWS AND
REGULATIONS IN CONNECTION WITH YOUR USE OF THE SERVICE AND YOUR
PERFORMANCE UNDER THIS AGREEMENT.
11.1. You agree to defend, indemnify and hold harmless Brella 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) your use of, or inability to use, the Service, including but not limited to your User Content; (ii) your violation of this Organizer Agreement; and (iii) your violation of any third party right, including without limitation any Intellectual Property Rights or privacy right.
12. Term and Termination
12.1. This Organizer Agreement is effective until terminated by us or by you. We reserve the right, at any time, to: (i) discontinue or modify any aspect of the Service; and/or (ii) terminate this Organizer Agreement and your use of the Service with or without cause, and shall not be liable to you or any third party for any of the foregoing. If you object to any term or condition of this Organizer Agreement or any subsequent modifications thereto, or become dissatisfied with the Service in any way, your only recourse is to immediately discontinue the use of the Service.
12.2. Upon termination of this Organizer Agreement, you shall cease all use of the Service. This Section 12.2 and Sections 6 (Intellectual Property Rights), 8 (Privacy), 9 (Warranty Disclaimers), 10 (Limitation of Liability), 11 (Indemnity), 14 (Governing Law and Disputes) and 15 (Miscellaneous) shall survive termination of this Organizer Agreement.
13.1. This Organizer Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Brella without restriction or notification.
14. Governing Law and Disputes
14.1. This Organizer Agreement shall be governed by and construed in accordance with the laws of Finland, without regard to its conflict of laws rules.
14.2. In the event of any dispute arising out of this Organizer Agreement or the breach thereof, the Parties shall use their best endeavours to settle such disputes. If the Parties do not reach such solution within a period of sixty (60) days, then the dispute shall be finally settled in arbitration, in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one. The Finland Chamber of Commerce shall nominate the sole arbitrator. The seat of arbitration shall be Helsinki. Finland. The language of the arbitration shall be English. However, evidence may be submitted and witnesses may be heard in Finnish, to the extent the arbitral tribunal deems it appropriate.
14.3. Notwithstanding the foregoing, we may seek injunctive relief in any court of competent jurisdiction.
15.1. This Organizer Agreement, and any other legal notices published by us in connection with the Service shall constitute the entire agreement between you and Brella concerning the Service. In the event of a conflict between this Organizer Agreement and any of the foregoing, the terms of this Organizer Agreement shall prevail.
15.2. No amendment to this Organizer Agreement shall be binding unless in writing and signed by both, Brella and you.
15.3. If any provision of this Organizer Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Organizer Agreement, which shall remain in full force and effect.
15.4. No waiver of any term of this Organizer Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Organizer Agreement shall not constitute a waiver of such right or provision.
15.5. You agree that any cause of action that you may have arising out of or related to this Organizer Agreement must commence within one (1) year after the cause of action accrues, otherwise, such cause of action is permanently barred.
16. Usages Rules
16.1. If you 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 17 below entitled ‘Distributor Requirements and Usage Rules’, but other Usage Rules may be applicable depending on where the software has been downloaded from.
16.2. 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 Fees you pay for the Service under Section 7.
17. Distributor Requirements and Usage Rules
17.1. If you 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:
17.2 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.
Updated: May 15th 2018