Terms of Service
Please read thoughtfully these Terms of Service (“Terms”) before creating a profile or using Brella.
- About Brella and the Terms of Service
- Modifications and revisions to the Terms of Service
- Updates and upgrades
- Use of the Service
- App Store Distribution
- Limitation of liability
- Exclusion of warranties
About Brella and the Terms of Service
Brella (later referred as “application” or “service”) is a networking application provided by Brella Ltd.
This is a legal agreement between You and Brella Ltd. Please read these Terms of Service (“Terms”) before downloading, using or creating a profile in Brella. By purchasing Organizator right(s), creating a profile or an event in the service, using or allowing use of your affiliates, you the “Customer” or “Organizer” indicate that you have read, understood and agreed to be bound by these Terms of Service. Please ensure that you have the decisive authority to be bound by the Contract on behalf of Customer before moving forward with this document.
By “Customer” we mean the organization or similar being that you represent in agreeing to be bound by these Terms. In case your account is being set up by person who is not properly affiliated with your organization or similar being, Customer is the individual creating the Event.
In case you do not agree with these Terms of Service or any part of it, please refrain from using the application or service.
Modifications and revisions to the Terms of Service
Brella reserves the right to change and/or modify these Terms of Service without further notice. The newest version is always available in our website. A date of the latest update of the Terms of Service can be found attached to the document. We recommend you to visit this page regularly to stay up to date on the Terms of Service. By continuing to use Brella after these conditions have been changed, you accept them as they are in their current form. If you disagree with the updated Terms of Service, please discontinue to use our service immediately. Please ensure that your affiliates are aware of the nature of our Terms.
Updates and upgrades
When needed, we may update or upgrade the service without separate notice to our users. Updating the application to the latest version in their respective devices is in Customer’s own responsibility. Terms of Service always applies to all of the versions in use.
Use of the Service
Brella hereby grants the Customer non-exclusive, non-transferable right and the Customer hereby accepts this right to use Brella via website or mobile application.
The Customer is entitled to use online content provided by Brella and other users and customers for the event that Customer has created or registered. The Customer must not, and must not grant any third party to copy, reverse engineer, modify, create a derivative work(s), decompile or any other way attempt to obtain any part of the source code of the service or application, unless it is precisely demanded and allowed by the law, or unless the Customer or Organizer has been clearly granted such actions with a written permission from Brella.
Brella provides Customer and Organizer permission to create, modify and moderate events and meetings via Brella. Customer and Authorized Users have access to upload and modify event information and other content and material for one’s event, manage attendees and explore attendee data and similar information concerning the event.
All usernames and passwords granted to the Customer for Authorized Users, Organizers and Attendees will be on Customer’s sole responsibility. Please maintain the confidentiality of all usernames and passwords and handle them with deepest respect. Usernames and passwords are not meant to be shared between individuals.
The Customer is obliged to pay Brella the fees for the purchased services and for the rights to use our Application or Service as Organizer. Payment obligations and fees are non-refundable and non-cancelable, except else is precisely stated in the Contract. For clarification, in case Customer is willing to downgrade any subscription or Service provided by Brella, all agreed plans and actions are deemed to be paid as stated in the Contract between us and the Customer.
Our fees are always expressed exclusive of any taxes, duties, levies or other akin governmental assessments of any nature. This includes, for example, sales, value-added and use or withholding taxes and GST (if you are subject to it). Customer is held responsible for taking care of all taxes linking with its purchase excluding taxes based on Brella’s net income or gross revenue.
If your payment is late, you shall pay Brella interest at an annual percentage 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 or Application in case of uncompleted payments. All delayed, stopped and returned payments will lead to additional handling costs and charges.
If you are having any sort of issues regarding payments with us, please contact us as early as possible, and we’ll see together what we can do
It is solely on Customer’s responsibility to keep his or her contact information, billing information and credit card information (whereas needed) up to date. If any of your information changes, please update your information through our Service on your personal profile.
All fees will be paid in the currency stated in the Contract and by the way of means stated in the Contract, except else is precisely stated written by Brella.
If you wish to pay by credit card, you grant us with permission to charge your credit or bank account for all fees payable considering your purchase. If you are paying by invoice, all sums invoiced are due within thirty (30) days from the date of the invoice, except else is precisely stated in the Contract.
The Customer agrees not to use or reveal to any third party any information that may be seen as confidential information, except as expressly permitted under these Terms. The Customer will permit access to the information that can be seen as confidential only to those employees and affiliates whose role in the organization or such being requires such access, and who have at least as strict confidentiality obligations than those set forth in this document and who have been informed or are otherwise aware of the private nature of such information. Brella will make sufficient actions and technical measurements to ensure that Customer’s personal data is safe from unauthorized use, access, or disclosure in the exact same nature that it protects its own intellectual property and such materials.
The Customer shall restore Brella or permanently erase all copies of confidential information regarding the Application or Service that the Customer has no enduring right to use, when Brella requests such action or upon termination of these Terms or the Contract. Customer must provide Brella a written testimony that indicates that adequate actions in order to return or erase the particular information are taken.
The confidentiality liability expounded in this Section will not apply to any information or data that: is or becomes commonly available in a way that it does not require login in or authorization and is not made commonly available through fault or misunderstanding of the Customer or Brella; the law grants to the Customer or is granted lawfully and free of by any third party confidentiality obligations or duties; the Customer was already familiar with the particular information at the time of exposure; or the Customer can transparently and with convincing evidence prove that the information was generated by the affiliates or work force of the Customer, who had no access nor have not used the confidential information.
Your subscription shall begin and end on the dates singled out in your Contract. Upon expiration, your event and the regarding data will be removed from the Service, as will be your rights to create and moderate events.
If other party (Customer or Brella) breaches these Terms or the Contract, either party may terminate this Agreement immediately upon written notice to the other party if the particular breach is not cured in fourteen (14) days after receipt of such written notice of breach. If for any reason these Terms or Contract is breached and terminated, all rights and obligations on both parties will immediately dismiss and each party (receiving and closing) shall return other party’s information that can be seen as confidential.
Brella will indemnify, defend and hold the Customer harmless at its own expense from and against any and all third party claims, suits, actions, proceedings and demands to the extent that the action is based upon any claim that the use of our Application or Service violates, infringes or misappropriates a third party’s trade secrets, copyrights or intellectual property rights.
The Customer must:
(a) upon becoming aware of an actual or potential Provider Indemnity Event, notify the Provider;
(b) provide to the Provider all such assistance as may be reasonably requested by the Provider in relation to the Provider Indemnity Event;
(c) allow the Provider the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Provider Indemnity Event; and
(d) not admit liability to any third party in connection with the Provider Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Provider Indemnity Event without the prior written consent of the Provider,
The foregoing excludes claims where they arise from Non-Brella products or customer data, or if the Application or Service has been copied, reverse engineered, modified, created a derivative work(s), decompiled or any other way attempted to obtain any part of the source code of the Service or Application, including the use of any application programming interface (API). Customer has to supply Brella with punctual, written notice of any claim it faces regarding our Application or Service or use of our Application or Service. We demand the Customer to cooperate with any moderate petition assisting our defence and settlement of such matter. This Section states Customer’s sole and exclusive remedy and Brella’s entire liability for infringement claims and actions.
Customer will indemnify, defend and hold Brella harmless at its own expense from and against any and all third party claims, suits, actions, proceedings and demands brought against Brella, and will settle any contract Customer makes or approves, and Customer will indemnify for any moderate attorney’s fees provoked, any damages and other costs that are granted to Brella of linking with: any actions or carelessness on Customers behalf in marketing or distributing our Service or Application; any representations, warranties or guarantees the Customer has made or published; the content, event or material regarding Customer or is created, distributed or allowed to distribute by Customer; the Excluded claims. This Section states the sole and exclusive remedy of Brella and Customer’s entire liability for the claims and actions described herein.
Limitations And Notifications On Indemnifications
Nonetheless what has been written in the two preceding sections, an indemnified party has always right to choose its own counsel based on its own needs and wants if it pays for the cost of such counsel.
The indemnitee party shall give the indemnifying party sole control of the defense and any linking settlement or compensation negotiations. However, no settlement may be entered into by an indemnifying party beyond indemnified parties written consent, if the third party contending the claim is a government agency; or if the settlement will not include a full release of liability for the indemnified parties; or if the settlement requires indemnified parties to make any kind of admittances, or if the settlement does not only include terms but full release of liability for all indemnified parties and the payment of agreed amount of money.
App Store Distribution
The Terms of Service and these conditions mentioned are binding only for Brella and the Users and Organizers, not with Apple. All parties agree that Brella is single-handedly responsible for the Service and the Application and the content of these two, not Apple.
If you as the Customer are held responsible for App distribution in the Contract, you agree that you understand and follow all applicable rules, practices, guidelines and terms and conditions of each App Store associating to the distribution granted by these Terms. Brella’s Trademarks, databases, logos, titles and copyrights are property of Brella, and the ownership of the Application and all intellectual property remains with Brella.
You have no right to and you have no right to grant any of your affiliates or any third party to copy, reverse engineer, modify, create a derivative work(s), decompile or any other way attempt to obtain any part of the source code of the Service or Application. You shall only distribute the Application through App Store.
If you distribute the Application through Apple App Store, it is on your responsibility to pass the iOS Distribution Certificate, Apple® Push Notifications Production Certificate, provisioning profile with App ID and Bundle Identifier and associated passwords for each App to Brella at least fifteen (15) days earlier than planned date of the launch of the App. Brella will take commercially legitimate actions to help the Customer with distribution and assist and support Customers actions.
All possible damages (special, consequential, direct and indirect) and warranties (express and implied) are disclaimed on behalf of Brella.
The Customer understands and agrees that each appropriate App Store may approve or turn down the Application. Brella has no power over these App Store operators and has no responsibility for any Application that is turned down or rejected by the operator of any such App Store.
Brella has the right to rule out or suspend the distribution of any of its Application if it sees it as a mandatory action in order to prevent significant harm, damage or liability for Brella done via distribution.
Limitation of liability
Any liability of Brella for any form or loss is excluded including (but not limited to) any form of indirect loss such as punitive damages, loss or damage to data, loss of business reputation or goodwill and loss due to lost sales or profits. This includes all possible damage originating from our negligence or any other form of liability that cannot be excluded or limited by Finnish law.
The foregoing does not limit Customer’s payment obligations under the sections “Fees” and “Payment” above.
Brella is not liable for losses as a result of inaccessibility, incompleteness, inaccurate content nor content created by third parties, nor any loss or damage caused by viruses, malware or any other malicious software or technology that may have an effect on your use of the Service or damage your PC, laptop, mobile device or any other type of equipment used to access and use Brella. Any damage done to any third party can not be held on Brella’s responsibility. The foregoing disclaimer will not be held applicable to the extent restricted by applicable law.
Any liability of losses will be limited to the maximum of the invoice recently paid by the Organizer/User. Brella is constantly developing the service and it reserves the right to change, remove, or suspend the service or any parts of it. The Customer has a right to end this agreement by removing his account from the Service.
Exclusion of warranties
By using our Service and/or Application, Customer understands and agrees that the use of Brella is at his or her very own risk. Both, the Service and the Application are presented “as is” and “as available.” Brella disclaims all warranties concerning the Service, Application and their features and performance, whether express, implied or statutory.
Even though Brella has been built using best available knowledge and resources, it can not be warrant that Brella meets Customers requirements or expectations, or that the use of our Service or Application is disruption-free and secure. All information Customer may gather from using Brella may not be accurate or reliable.
For time to time Brella has the option to remove the Service for undefined periods of time or cancel the Service or Application at any time without any notice.
Neither party can be held responsible for lack of performance or delay in the Service if caused by an act of war or act of God; hostility, natural disaster; electrical, internet or telecommunication interruption that is not caused by the obligated party; government restrictions or any other matter outside the moderate control of the obligated party.
Relationship of the Parties
Both Brella and Customer are independent contractors. All parties agree that no partnership, franchise, joint venture, agency, fiduciary or employment relationship is made or exists between Brella and Customer. There are no third party beneficiaries to the Terms or Contract.
Legal Costs and Expenses
If Brella or Customer is forced to retain an attorney to apply these Terms or to defend any action originating from these Terms, the predominant party is entitled to retrieve from the other party its moderate fees for lawyers and possible expert witnesses, in addition to various court costs and expenses as a court of competent jurisdiction may fix.
No failure or delay by either party in exercising any right, power or remedy under these Terms performs as a waiver of any right, power or remedy. No waiver under the Contract will be effective unless it is written and signed by an authorized representative of the party that is being considered to have granted the waiver.
In case a court of competent jurisdiction rules that any provision of this Agreement is invalid or contrary to law, then the invalid or unenforceable provision will be assumed replaced by a valid, enforceable provision to match the original objectives of the replaced provision.
No Brella nor Customer or any other third party may assign or transfer these Terms in whole or part, except when other party has provided a written consent for such actions. This excludes an event where either party may transfer these Terms in whole or part to the assigning party’s affiliates or workforce, or in an event of merger, acquisition, reorganization or sale of all or substantially all of its assets. Customer shall keep Brella updated its billing and contact information at all times.
Governing Law; Venue
These Terms, Contracts, Contracts and any conflict originating out of or related to this matter, is governed by and interpreted in accordance with the laws of Finland, exluding its choice of law provisions. All disputes will be settled in the District Court of Helsinki, which will have exclusive jurisdiction to adjudicate any dispute originating out of relating to these Terms or its formation, interpretation or enforcement.
The revised terms and contact information is always available at www.brella.io.