Terms of Service

1. Parties

  • 1.1. These terms of service (hereinafter referred to as the "Terms of Service'') apply between:
    • A. Agorify AB, incorporated and registered in Sweden with company registration number 559179-4150, whose registered office is at Kompassbacken 14, 16 433 Stockholm (hereinafter referred to as "Agorify", "we", "our" or "us"); and
    • B. the individual or entity (organization, business or company) that enters into the Agreement with us and hosts their Events on the Platform (hereinafter referred to as the "Host").
  • 1.2. The Host and Agorify are referred to below collectively as the "Parties" and individually as a "Party".

2. Scope

  • 2.1. The Host accepts these Terms of Service by:
    • Using free Services;
    • Clicking a button or box indicating acceptance of these terms; or
    • Executing a purchase order that references these Terms of Service.
  • 2.2. The Terms of Use for the Services apply to the Host’s Participants and Team Members. If the Host is an individual who is both the Host and the holder of the user account to the Platform, the Terms of Use also apply to the use of the Services in the individual’s capacity as Team Member. You can read the Terms of Use here.
  • 2.3. The individual who accepts these Terms of Service on behalf of a company or other legal entity that it represents (the “Entity”), hereby declares that the individual has the right and authority to enter into this legally binding Agreement with us on behalf of the represented Entity and its Affiliates, and confirms that the Terms of Service become binding between us and the Entity (including if applicable, its Affiliates) as the “Host”. We do not undertake to verify that the authorized signatory has entered into the agreement on behalf of the represented Entity, it is the responsibility of the individual concerned to confirm that the authority has been decided. The Entity is responsible for its Affiliates’ and Team Members’ use of our Services and is responsible for their breach of contract as for its own (including the Terms of Use).
  • 2.4. The following representations is made by each Party to the other Party:
    • a) this Agreement is a binding and enforceable agreement;
    • b) the performance or execution of this Agreement does not require any third-party approval or authorization which has not yet been obtained; and
    • c) the performance and execution of this Agreement will not, and does not, violate any terms or conditions of another agreement that the Party is bound to or a party of.
  • 2.5. These Terms of Service may be written in other language versions. The English version shall always prevail in the event of any conflict and/or confusion between the documents.
  • 2.6. Each Party agrees to comply with, and abide by, all Laws to the extent applicable to its exercise or performance of its rights and obligations under this Agreement.

3. Definitions

  • 3.1. The following terms used in these Terms of Service shall have the meanings set forth below when they are indicated with a capital letter, regardless of whether they are used in the plural or singular, in definite or indefinite form:
    • 3.1.1. “Add-On Fees” means the fees that we have the right to charge for any applicable Add-Ons.
    • 3.1.2. “Add-Ons” means additional features or functionality that are not included in the Host’s Subscription Plan, which the Host elects to enable or purchase.
    • 3.1.3. “Affiliate” refers to any entity that, with respect to a Party, directly or indirectly controls, is controlled by, or is under common control with such Party, where “control” means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such Party, whether via ownership of voting securities, through a contract, or in any other way.
    • 3.1.4. “Agreement” include these Terms of Service and any appendices, such as Agorify Terms of Use, the data processing agreement and Orders, incorporated by reference.
    • 3.1.5. “Data Protection Legislation” includes all applicable privacy and data protection laws that are in effect at any given time and that are relevant to a Party relating to the use of Personal Data, such as for example but not limited to: the General Data Protection Regulation (EU) (2016/679).
    • 3.1.6. “Documentation” includes any user manuals, guides or documentation that is developed, published online, or otherwise made accessible by us that describes the functions, restrictions, and features of the Platform and Services.
    • 3.1.7. “Event Content” includes the content and materials that the Host, User or others upload to or transmit via the Platform, such as User Generated Content, speakers, materials to be displayed during Events, interactive content, audio-visual content, and any other materials or information submitted to or made available via the Platform in connection with Events and their recording, but excluding any IP Rights and asset owned by us or our licensees.
    • 3.1.8. “Event” means an event facilitated by or hosted on the Platform, such as hybrid events, online events and/or onsite events.
    • 3.1.9. “Host” means the individual or entity (organization, business or company) that hosts their Events on or through the Platform.
    • 3.1.10. “Law” includes Data Protection Legislation as well as any other applicable regulations, laws, ordinances, orders, or codes, of any governmental entity having authority over the Parties, Service or Event.
    • 3.1.11. “Order” means the Services the Host selects during the online ordering process, or our sales order that is executed by us and the Host (which may be system-generated or manually generated), each of which are incorporated to the Agreement.
    • 3.1.12. “Organization” means a profile within an account in the Service that identifies the Event’s Host, under which individual Events are established, administered, and handled.
    • 3.1.13. “Organizer” includes the Host, Team Member or any other manager, third party contractor or agency that is helping to manage an Event on behalf of its client.
    • 3.1.14. “Participant” means those individuals that are invited to attend, or who attends, the Host’s Event (for example attendees, speakers, and Event sponsors), and excludes the Host and its Team Members.
    • 3.1.15. “Personal Data” includes all data that, directly or indirectly, alone or together with other data, can be linked to an identified or identifiable physical living person. Common examples of Personal Data are: name, telephone number, address, email address, user ID.
    • 3.1.16. “Platform” means Agorify’s event platform accessible from the domain www.agorify.com and any other sub-domains, and/or the Agorify App for iOS and Android, which include its associated services, products, software etc.
    • 3.1.17. “Registration” refers to a certain kind of individual license seat that enables a Participant to sign up for a particular Event, regardless of if that Participant actually participates or attends that particular Event or not.
    • 3.1.18. “Service” includes the services and products which are stated in an Order or otherwise provided by Agorify, for example a Subscription Plan and any additional features or functionality such as Add-Ons, ticketing, check-in & badge printing, event app, and/or lead retrieval, and may also include the Platform. Third-party Services are expressly excluded.
    • 3.1.19. “Subscription Fee” means the cost associated with, and fee payable for, the applicable Subscription Plan. Ticket Commission is not included in the Subscription Fee, since these are separate.
    • 3.1.20. “Subscription Period” means the Host’s applicable Subscription Plans license period.
    • 3.1.21. “Subscription Plan” means the purchased subscription plan for the Service as specified in the Order.
    • 3.1.22. "Team Member Seat" refers to a licensed seat needed for each Team Member to use the Platform under the Subscription Plan.
    • 3.1.23. “Team Member” includes the Host’s employees or consultants who use the Services on behalf of the Host, and those of the Host’s third-party vendors and sponsors, who the Host authorizes to use and access the Host’s Organization, including but not limited to the Host’s event managers and/or moderators.
    • 3.1.24. “Terms of Use” means Agorify’s terms of use applicable for all Users of the Services.
    • 3.1.25. “Third-party Services” includes third party information, services, products, systems, websites, software, directories, networks, databases, and applications, which the Service links to, or that You connect to or enables integration with while using the Service.
    • 3.1.26. “Ticket Commission” means the Platform usage fee, which is based on a percentage of the ticket sales as well as any other goods and services sold, or donation solicited, using the applicable third party payment platform provider available on the Platform. Please note that the Ticket Commission is separate from the Subscription Fee and thus not included in the Subscription Fee.
    • 3.1.27. “User Generated Content” includes any data, content, and information that a User submits to the Platform, such as files or chat messages.

4. Scope

  • 4.1. Terms: The Host and each Team Member must follow the applicable Terms of Service and Terms of Use published on the Platform as well as any other terms, rules of procedure and instructions that we provide from time to time. When the Host and/or its Team Members uses the Services, the Host and/or Team Member is also obliged to comply with the laws, regulations, and authority decisions applicable. If the Host does not accept the applicable Terms of Service and Terms of Use applicable at any time and any other terms, rules of procedure and instructions that we provide from time to time, the Host and/or its Team Members does not have the right to use the Services.
  • 4.2. Services: We will provide the Host with the Services set forth in the Host's order, and hereby grant the Host a non-exclusive, non-assignable, non-sublicensable revocable right to access the Platform and use the Services within the applicable Subscription Period, provided that the Host makes payment of all applicable fees to us and subject to the terms of these Terms of Service. The Host has no right to share or re-use the license with any third party, unless otherwise approved in writing in advance by us. The Host receives no form of exclusivity in any respect whatsoever in relation to the Agreement or the Services. For sake of clarity, the non-exclusivity shall not be construed as enabling other customers of ours to use the part of the Platform that will be dedicated to the Host for the Event.
  • 4.3. Subcontractors: We have the right to use sub-contractors for the performance of our obligations under the Agreement. If we do so, we shall remain responsible for the performance of such subcontractors as for our own.
  • 4.4. Third-party Services: We maintain the ability to integrate with Third-party Services via, for example, API or other integration method, to offer added value to the users of our Services, but we do not guarantee or promise that such integration will remain throughout the Subscription Period. If the Host activates Third-party Services, the Host is responsible for reading the terms and conditions and privacy policy applicable to such Third-party Services, since they are solely governed by those terms. We make no representations or warranties about, and are not responsible for, any aspect of such Third-party Services. By the Host activating any Third-party Services, we are granted the right to disclose the Host's Event Content and applicable account data as necessary to facilitate the activation or enable the use of such Third-party Services.
  • 4.5. Upgrades and/or Add-Ons: The Subscription Plan can be upgraded, and it is possible to purchase Add-Ons during the Subscription Period by visiting the Host’s account. Changes will be effective immediately after we have successfully charged the Host's payment method for the increased fees. If the Host's Subscription Plan has the same renewal period (for example, monthly or annual renewal), the Host will be charged pro rata for the difference between the Host's current subscription and the upgraded subscription, based on the number of days remaining on the current Subscription Period, for the renewal date of the Subscription Plan to remain the same. If the Host upgrades its monthly Subscription to an annual Subscription, the Host will be charged immediately for the full annual Subscription Fee and the Host will then receive a new renewal date twelve months thereafter.
  • 4.6. Downgrades: The Subscription Plan may be downgraded, and Add-ons may be reduced during the Subscription Term by the Host through the Host’s account, and such downgrades will only take effect at the end of the Host's current Subscription Period. We do not make any refunds or issue credits due to reduction of features or other forms of downgrades. The Host must remove registered Team Members before the downgraded Subscription starts. The Host is hereby informed that a downgrade of the Subscription Plan may cause a loss of functionality, content and/or features of the Service available to the Host, and that we neither assume or accept liability for any such loss.
  • 4.7. Combability: The Host is responsible for ensuring that its IT infrastructure complies with the relevant specifications that we provide for using the Services and for procuring any cooperation from third parties that may be required to enable receipt of the Services. The Host is responsible for providing the Team Members with the technical equipment (for example a computer, tablet, or smartphone), software and internet connection required for using the Services. To use the Services, one or more compatible devices is needed, as well as certain software and internet access, which from time to time may also need to be updated or upgraded. Since software, hardware and internet access is involved in the use of the Services, the ability for the Host and/or Team Members may be affected by such factors and their performance. Such system requirements are the Host’s responsibility.
  • 4.8. Data traffic: Standard data traffic rates may apply when using the Services, as functions require the Platform to have an active connection to the internet. When using the Platform, the Host accepts its responsibility for payment of all such charges from the mobile operator and/or third party (for example charges for data roaming, Wi-fi, etc.).
  • 4.9. Agorify’s communication with the Host and/or User: We can communicate with the Host and/or User via e-mail, SMS and/or notification through the Platform. Our communication regarding the Platform and/or the account cannot be opted out, as this is part of the service that we provide and is necessary for support matters.
  • 4.10. Beta Features: Beta versions of functions, products, services, or integrations, which are pre-releases ("Beta Features''), may be offered within an ongoing Subscription period. Use of and access to Beta Features may be subject to additional terms and conditions. A Beta Feature is provided without warranty or representation that it will be made generally available, and we have the sole right to modify a Beta Feature at any time, or discontinue it, without prior notice. Beta Features may contain errors, bugs or other defects and are provided ''AS IS''. The Host uses Beta Features at the Host’s sole risk. Information about Beta Features, such as details, existence and/or the Host’s feedback are deemed to be Confidential Information of ours and shall be handled with confidentiality in accordance with section 11 below.
  • 4.11. Modifications: We reserve the right to discontinue or modify any functionality or feature of the Services at any time and if deprecation of a material feature that affects the Host is to be implemented, we shall provide commercially reasonable advance notice thereof via email or the Platform or any other way deemed appropriate by us.

5. Term and termination

  • 5.1. Term: The Host’s Subscription will, at the end of the Subscription Plan, automatically renew for a Subscription Period equal in length to the then-expiring Subscription Period, unless the Subscription expires due to non-renewal or is otherwise terminated earlier.
  • 5.2. Fee Changes: Our service fees (such as Subscription Fees and/or Sales Fees) may be increased or decreased by us at our sole discretion. Any changes to the Subscription Fee will become effective upon renewal of the Host’s Subscription Plan. We will give the Host reasonable prior notice of any changes to the Subscription Fees to give the Host an opportunity to terminate the Subscription Plan before any such changes become effective.
  • 5.3. Discounts: Discounts only apply for the Subscription Period set out in a particular Order. This means that any such discount does nor roll over to any renewal term.
  • 5.4. Non-Renewal: If the Host or we wish to not renew any Subscription, notice thereof must be provided at least thirty (30) days before the end of the then current Subscription Period. All such notices shall be in writing in order to be valid and may be sent by email. Any expiration of a Subscription Plan due to non-renewal will become effective after the last day of the then current Subscription Period.
  • 5.5. Termination for Cause: Either the Host or we may terminate an individual Order or the Agreement, effective upon notice, if the other Party:
    • a) becomes the subject of a proceeding, petition, notice, resolution, or order relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, or
    • b) commits a material breach that has not been cured within thirty (30) days after receipt of a breach notice from the Party claiming breach.
  • 5.6. Payment Upon Agorify’s Termination: In the event we terminate an individual Order or this Agreement for cause under clause 5.5 above, the Host must immediately pay all amount owed to us, including any unpaid fees for the remainder of such Subscription Period.
  • 5.7. Export of Event Content: The Host’s Event Content will be available to the Host for download or export for ten (10) calendar days after the effective date of expiration or termination of this Agreement. We have no obligation to provide or maintain the Event Content after the aforementioned period and may delete the Event Content unless prohibited by applicable law.
  • 5.8. Upon termination or expiration of the Agreement: When the Agreement is terminated or otherwise ceases to apply, the following shall apply:
    • a) all rights granted to the Host hereunder shall be revoked by us;
    • b) the Host including its Affiliates and Team Members must stop the use of the Services, including any and all other activities authorized by these terms;
    • c) we have the right to suspend the Host’s account to the Service, including to take all steps necessary to prevent the Host, its Affiliates and Team Members from using or accessing the Services;
    • d) the Host, its Affiliates and Team Members must remove or delete the Services from all devices in their possession; and
    • e) the Host, its Affiliates and Team Members must immediately delete all copies of the Services which they have and, upon our request, confirm in writing that such erasure has been conducted.
  • 5.8.1. The Host hereby accept and agree that neither the Host, its Affiliates or Team Members nor any other User will be entitled to damages or other compensation from us due to our decision to terminate the Host, its Affiliates and/or Team Members account to the Service and the Host shall indemnify us against any and all claims directed to us due to such a decision.

6. Fees and payments

  • 6.1. Charges: Unless the Parties have agreed on a free trial period or use for evaluation purposes, the Host undertakes to pay to us at any time applicable fees for the use of the Services that we at any time provides and/or conveys to the Host and its Users. All prices are stated excluding VAT and are published on the Platform and/or the Website. We reserve the right to at any time change the applicable Fees and any such changes apply for orders made after the new prices have been published on the Platform and/or Website. We are hereby authorized by the Host to charge the debit card registered for the payment of the Services or other payment mechanism approved by us, for any amounts due, immediately when due without prior notice to the Host. This includes applicable sales, VAT and/or other taxes. The Host’s payment obligations are non-cancelable.
  • 6.2. No Refunds: All fees are non-refundable.
  • 6.3. Payment Method: Payment can be made by a debit card or other payment mechanism approved by us. The Host must always provide current and valid credit card information and is responsible for making timely payments. If the Host fails to correct the registered payment information when required to effect Payment or fail to make any payment on time, we have the right to, in addition to our other remedies, suspend or end the Host’s including its Users access to the Service. The payment can be made on a monthly or yearly basis in advance, unless otherwise agreed in writing. Payment can be made through the payment service solution available at any time. When paying through an integrated payment service provider, the Host accepts the payment service provider's terms and conditions applicable at any time.
  • 6.4. Support services: We may provide training to the Host's personnel regarding the use of the Platform or other support services. The price for such Services will be invoiced separately at the agreed price.
  • 6.5. Overages: If the Host uses any Services (including Taxes) above the Subscription limitation, such as Team Member Seats or additional Registrations used over the Host’s allotment, we are authorized by the Host to charge the Host’s Payment Method immediately.
  • 6.6. Sales Fee: We make available third-party payment providers (“Payment Providers”) on the Platform, which can be used by the Host to collect payment from Participants, for example sale of tickets to the Event. If the Host wants to sell tickets to an Event, at least one Payment Provider made available on the Platform must be enabled. The Payment Provider and the Host will thus have a direct contractual relationship with each other. The Host will be subject to the Payment Providers transaction fees and our Sales Fee. The Sales Fee will be deducted from the Host’s payment and remitted to us from the Payment Provider.
  • 6.7. Late Fees: We have the right to initiate a legal action and/or collection process to collect money that the Host owes us, and the Host agrees to pay all our costs for such actions, including any reasonable attorney fees.
  • 6.8. Currency: We solely determine the currency on which all fees will be due and payable in.
  • 6.9. Free Trial: The Host may use a Subscription Plan with a free trial for a limited period (“Free Trial”), if we, at our sole discretion, offer it. To sign up for the Free Trial, the Host may be required to register its billing information. We will not charge the Host until the expiration of the Free Trial. However, if the Host has not canceled the Subscription Plan on the last day of the Free Trial period, the Host will be automatically charged for the applicable Subscription Fee for the Subscription Plan that the Host has selected. We have the right to at any time, in our sole discretion and after giving the Host reasonable prior notice, discontinue the free Subscription Plan.
  • 6.10. Free Subscription Plan: We have the right to at any time, in our sole discretion and after giving the Host reasonable prior notice, discontinue the free Subscription Plan.

7. Sale of tickets to events

  • 7.1. The Host can sell tickets to Users through the Platform. The Host is solely responsible for providing its own terms and conditions applicable for the Event and for any booking and/or purchase of tickets to an Event (such as terms of purchase, terms regarding right of withdrawal etc.) to the Users entering into agreements with the Host.
  • 7.2. The money from purchased tickets to the Host’s Event(s) will be deposited by the applicable Payment Provider. We solely provide transactional services and do not receive any proceeds from ticket sales. Our Sales fee is solely for the provision of the transactional services.
  • 7.3. The Host acknowledge that we do not give any tax or legal advice and that it is the Host’s sole responsibility to consult its tax advisor about sales taxes, and to determine which, if any, taxes (such as value added, use, sales, amusement, excise, consumption, and other taxes), duties, charges, and levies (collectively, “Sales Taxes) apply to the Host’s sale of Event tickets or any other sales the Host make using the Services.
  • 7.4. The Host agrees that it will collect and remit the correct amounts of all such Sales Taxes to the applicable governmental authorities and that the Host shall promptly and fully reimburse us for any Sales Taxes that any governmental authority requires us to pay attributable to the sales the Host makes using the Services. Further, the Host agrees to reimburse us fully and promptly for all costs, interest, expenses, and penalties related thereto.
  • 7.5. We will deduct our Sales Fee from the money paid by the Participants for the sold tickets according to our, at any time, applicable price list for the Services.
  • 7.6. The transfer of the sums that accrue to the Host from the ticket sales, after deduction for any applicable transaction fees and Sales Fee, will be made to the Host’s bank account that the Host has registered in the Payment Provider’s service. It is the Host’s sole responsibility to provide accurate bank account information.
  • 7.7. If we or the Host suspect the Services are misused, we have the right to deactivate the Host’s ticket shop in the Service with or without prior notice thereof, for example but not limited to if the:
    • Host is not eligible to sell tickets for the Event;
    • Event is illegal;
    • Event will not take place in the way as stated in the information provided by the Host in the ticket shop; or
    • Event will not take place at all.

8. Event content

  • 8.1. Ownership: The Host is the owner of Event Content (as between us and the Host), and retain all related ownership rights thereto.
  • 8.2. License: We are hereby granted a free, sub-licensable, non-exclusive, license from the Host to use, modify, copy, reproduce, edit, and store the Event Content solely as necessary to provide the Services to the Host.

9. Personal Data

  • 9.1. Personal Data processing: We and the Host shall each act in accordance and comply with our respective obligations under all applicable national regulations, legal requirements and applicable Data Protection Legislation in force from time to time.
  • 9.2. Team Members, Users and Participants Personal Data: The Host is the Personal Data controller regarding any of the Users Personal Data that is embedded in any recordings of Event Content or otherwise provided to us, such as but not limited to Personal Data of Team Members and/or Participants. We are regarded as the Personal Data processor of such Personal Data. The Host is solely responsible for the legality, accuracy, integrity, quality, and reliability of all Personal Data that it provides to us. If the User wants more information about the Host’s processing of the User’s Personal Data, the User is advised to read the privacy notices and policies of the Host as applicable and/or to contact the Host directly.
  • 9.3. Agorify’s Privacy Notice: Information about our processing of Personal Data in our capacity of a Personal Data controller can be found in our Privacy Notice. You can read the Privacy Notice here.
  • 9.4. Data Processing Agreement: The Data Processing Agreement is incorporated by reference into the Agreement.You can read the Data Processing Agreement here.

10. Use of the services

  • 10.1. Management of Team Member Seats: There are a limited number of Seats for Team Members in each Subscription Plan, that may be filled by the Host’s Team Members. It is not allowed to share the login account credentials of any Team Member Seat to someone else, or to let the login credentials to be used by more than one individual at a time. However, Seats can be reassigned to an individual who will replace the registered Team Member in question. The Host and its Team Members must observe confidentiality regarding all Team Member login credentials and shall maintain the confidentiality. If the Host or a Team Member discovers or suspects intrusion into the account, the Host must immediately take the necessary measures. It is regarded as a material breach of contract to circumvent the Subscription Plan licensing and feature restrictions, or limits and the Host hereby reassures that it will not make any such attempts. The Host is solely responsible for all activities that occur under its account (whether authorized or not) and the Team Members compliance with our at any time applicable terms and conditions, including but not limited to these Terms.
  • 10.2. Management of Registrations: There are a limited number of Registrations in each Subscription Plan, that may be filled by the Host’s Participants. Regardless of whether the Participant attends the Event, all Registrations are payable.
  • 10.3. Monitor rights: The usage of the Service may be monitored by us to verify the Host’s, Team Members and/or Participants compliance with the applicable Terms. We reserve the right to access all information registered in the Service, to check that all applicable terms are being complied with and to fulfill our contractual commitments and obligations according to the Agreement.
  • 10.4. Content: If content is uploaded to the Service, which in our reasonable opinion, exposes us or our users to any risk or liability, or does not comply with the terms, such content may be removed by us with or without prior notice thereof. If any such content is removed by us, we shall not be liable to the Host, Team Members, Participants, or any other third party.
  • 10.5. Content: We have the right, but not the obligation, to remove content from the Service, if we consider that the content contravenes applicable terms, rules, instructions or otherwise is not compatible with the Service's purpose.
  • 10.6. The Host’s responsibilities: The Host shall enforce the Terms of Use with the Host’s Affiliates, Team Members and Participants. We are not liable to the Host for any violations of the Terms of Use committed by any of the Host’s Affiliates, Team Members or Participants. The Host is fully liable for all actions or inactions by its Affiliates, Team Members or Participants under this Agreement, as if they were conducted by the Host itself. The Host is responsible for prohibiting any further use of the Service or access to the Event, if the Host becomes aware of any behavior by the Host’s Affiliates, Team Members or Participants that constitutes a violation of the Terms of Use. Such action can be done through the Host’s account at any time.
  • 10.7. The Host bears sole responsibility for various aspects, including but not limited to, the following:
    • Dealing with its Affiliates, Team Members, and Participants in all aspects
    • Handling personnel matters related to Team Members
    • Providing specific details and information about the Event
    • Enforcing Event-specific conditions or rules
    • Collecting payments from Participants
    • Securing and obtaining marketing consents from Participants
    • Addressing all inquiries and complaints related to ticket refunds and pricing, and managing the invitee list
    • Determining how an Event is run and configuring the Event
    • Providing or producing any content associated with the Event
    • Determining the third-party integrations and functionality available for use at the Event
    • Carrying out marketing activities related to the Event, as well as ticket and merchandise sales
    • Handling donation and contest matters, and other activities provided or offered in connection with the Event or activities performed during an Event
    • Managing and monitoring the conduct of Users
    • Providing Participants with any relevant notices, policies, and practices
    • Obtaining relevant consents and agreements with Participants
    • Responding to and resolving any disputes between the Host and any User.
  • 10.8. The Host has the right to, in its sole discretion, revoke or block a User’s access to its Event at any time.
  • 10.9. The Participants and Team Members will be asked to contact the Host directly for any matters related to the subjects mentioned above.
  • 10.10. Prohibition of misuse, etc.: The Host and/or User guarantees not to misuse data that can be retrieved from the Platform and undertakes not to take measures aimed at circumventing technical protection measures, hacking, or introducing viruses to the Platform. The Host and/or User also guarantees not to register, distribute, add, or otherwise make available content in the Platform that is criminal or that contains threatening, offensive, punishable, racist, sexist, homophobic, hateful, or pornographic elements. The Host and/or User guarantees not to add any criminal or other criminal content to the Platform. We reserve the right to report criminal activity to the police. Hosts and/or Users may not promote products or services in the Platform that compete with our services/products.
  • 10.11. Reporting abuse or breach of contract: If the Host discovers a breach of the terms, criminal content or similar, a report to us can be made to the following email: support@agorify.com.
  • 10.12. Temporary Suspension: If we either a) reasonably believe that the Host or the Host Event violate this Agreement or that the Host Team Members or Participants violates the Terms of Use, or b) detects or suspects any harmful software connected to the Event, Team Members, Participants or Host account (such as malware, viruses, Trojan horses etc.), we may restrict or suspend access to the Services and shall in such cases not be liable to the Host or any third party.
  • 10.13. Cooperation: We will not be liable for the Host’s inability to use us all or part of the Services, if it is caused by the Host’s failure or delay to timely cooperate with us to provision the Services, such as giving us access, accurate information, and materials as reasonably necessary for the provision of the Services to the Host.
  • 10.14. Restrictions: The Host agrees not to: sell, rent, license, sublicense, lease, transfer, assign, outsource, distribute, time-share, or otherwise commercially exploit or resell the Services to a third party. All rights and licenses granted to the Host by us under this Agreement are non-transferable and personal. However, the authorized use of the Services by the Host’s Affiliates, Team Members and contractors solely as reasonable necessary for the Host to use the Service is not prohibited by the foregoing, provided that the Host remain fully liable for their violations of this Agreement and they are legally bound to comply with the Host’s obligations hereunder. The Host agree not to:
    • unlawfully use the Services;
    • adapt, hack, or modify the Services;
    • unlawfully violate a person’s privacy rights;
    • attempt to gain unauthorized access to the Services;
    • falsely imply any association or sponsorship with us;
    • attempt to gain unauthorized access to related systems or networks of the Service;
    • attempt to bypass or break any security or limiting mechanism on the Services;
    • interfere or disrupt the integrity, security or performance of the Services;
    • attempt to decompile, reverse engineer, decipher, or otherwise discover the source code of the Platform or Services;
    • conduct any action that adversely and materially affects the stability, availability or security of the Services.
  • 10.15. Marketing Consent Responsibility: We do not provide any advice on how the Host may comply with applicable law, including but not limited to, in the field of marketing or Personal Data processing. The Host is solely responsible for complying with all applicable laws, and for seeking and securing any and all communication and marketing consents from Participants in connection to the use of the Service and the Host’s Event.

11. Availability and support

  • 11.1. We are responsible for technical support and maintenance of the Platform and strive to provide the Services every day of the week, 24 hours a day, using commercially reasonable efforts.
  • 11.2. However, we cannot guarantee such availability and hereby inform that there may be disruptions that make the Services unavailable for a certain period, for example due to circumstances that are unforeseeable, or predictable but which we cannot prevent despite our commercially reasonable efforts (for example but not limited to malicious actions by third parties, internet outages or service interruptions by our contracted service providers that are not due to our actions).
  • 11.3. Unavailability may also be caused by necessary security measures, technical maintenance, or other planned downtime of which we provide reasonable prior notice. We have the right to take measures affecting the availability of the Services, if required for technical, maintenance, operational or security reasons, without having to notify when such interruptions may occur. The Host and/or User is not entitled to any form of compensation from us due to lack of access to the Platform due to such permitted interruptions and/or scheduled maintenance.
  • 11.4. As an active internet connection is a prerequisite for the Services to function, the Host and User understands that interruptions, delays, bugs, and similar obstacles due to the internet connection do not constitute errors or faults in the Services that we can be held responsible for.
  • 11.5. We make no guarantees whatsoever that the Services will be free of interference or other technical complications. Any complaints or similar regarding the Services must be notified to us by sending a message to the following e-mail: support@agorify.com. In the event of an error in the Platform, we undertake to make best efforts to remedy the error as quickly as the circumstances require.
  • 11.6. The Services are updated continuously, and we may release an updated version of the Platform. The terms in force at the time also apply to the updates, new functions launched in the Platform or similar.

12. Analytics

  • 12.1. Information relating to the use, performance, and provision of the Services ("Analytics") may be used, logged, collected, aggregated, and analyzed by us and such information may be used to provide the Services to the Host and its Users, as well as to among other things, carry out troubleshooting, investigate abuse, analyze intrusions, improve the Services and other offerings provided or developed by us. We have the right to anonymize all data generated in connection with the User's use of the Platform. We also have the right to freely use, store and share such anonymized data without limitation in time, including the right to use anonymized data for statistical and evaluation purposes for the development of our Services.

13. Confidential information

  • 13.1. Each Party undertakes, within the term of the Agreement and thereafter, to observe confidentiality regarding: all information, regardless of whether the information is written, oral or electronic and regardless of whether the information is marked as confidential or not, which a reasonable person would understand to be confidential given the circumstances of disclosure and the nature of the information and all information disclosed by one Party to the other Party which has been designated as confidential and in tangible form.
  • 13.2. Notwithstanding the above, confidentiality does not apply to information that:
    • a) at the time of disclosure by the disclosing Party, was already known to the receiving Party;
    • b) the receiving Party obtains, or has obtained, from a third party not known by the receiving Party to be under an obligation of confidentiality regarding such information;
    • c) other than by violation of this Agreement or another valid agreement between the Parties, is or becomes generally available to the public; or
    • d) without the use of the disclosing Party’s Confidential Information, was or is independently developed by the receiving Party.
  • 13.3. The Parties shall take all reasonable measures to minimize the risk of confidential information being disclosed, disseminated, or used in an unauthorized manner. The Parties undertake to protect the other Party’s Confidential Information from unauthorized access, disclosure, or use, with no less than reasonable care and in the same manner as protection of its own Confidential Information.
  • 13.4. Confidential Information of a Party may only, except as otherwise permitted under this Agreement, be used by the other Party to perform its obligations, and exercise its rights under this Agreement, and disclose such Confidential Information:
    • a) as reasonably necessary to comply with applicable law,
    • b) as necessary to comply with a subpoena or an order of court of competent jurisdiction or an administrative agency, provided that the disclosing Party receives sufficient notice thereof from the receiving Party, to enable it to seek an order to prevent or limit such disclosure of Confidential Information, or
    • c) solely to the employees, contractors or third-party service providers who are bound by confidentiality terms regarding all information shared with them and who need to know the Confidential Information in question.

14. Intellectual property rights

  • 14.1. Neither Party assign or transfer any of its copyrights, patents, inventions, logos, trademarks, service marks, domain names, trade names, know-how, trade secrets, and any other intellectual property and proprietary rights ("IP-rights") to the other Party or any third-party due to the Agreement, unless expressly stated. Each Party retains all interests, title, and rights in its respective IP-rights (except for any rights owned by the Party’s licensors or third parties).
  • 14.2. The right to use the Services, which is granted to the Host, Team Members and Participants under this Agreement, do not convey any additional rights in the Services or any of our IP-rights that are associated with the Services and the right to use the Services. We own all interests, title, and rights in the Services, including the Platform and all related IP-rights.
  • 14.3. The Host guarantees that it will not use images, texts or other IP-rights belonging to us in associations, organizations, business activities or for other commercial purposes, without our prior written approval. It is considered a material breach of contract to breach this clause.
  • 14.4. The Host agrees that we may publish the Host’s name and standard logo (if any) which the Host publishes on the Platform, on our website (for example in our client list), in our sales materials and otherwise freely in our commercial efforts.
  • 14.5. If the Host, Team Members, Participants or other third parties acting on the Host’s behalf, give us any recommendations, enhancement requests, suggestions, or other feedback in written, oral or any other form ("Feedback"), the Host grant us a worldwide, royalty-free, assignable, fully paid, transferable, sublicensable, perpetual, and irrevocable license to use, incorporate exploit, and modify any such Feedback.

15. Disclaimers

  • 15.1. The Services, including the Platform, are provided without any warranties of any kind, and provided on an “AS AVAILABLE” and “AS IS” basis to the fullest extent permitted by applicable law. The Host uses the Services of free will and at its own risk. We do not warrant or represent that the functionality of any of the Services will be free from defects, errors, omissions, inaccuracies, or interruptions, or that the functionality of any of the Services will be error free or in good repair. We hereby expressly disclaim, to the maximum extent permitted by applicable law, all warranties and representations whether express, statutory, implied, or otherwise, including, without limitation, any implied merchantability or warranty, non-infringement of third-party rights or fitness for a specific purpose. No advice or information obtained by the Host through the Services or otherwise from us shall create any warranty unless it is confirmed in writing by an authorized representative of ours.

16. Indemnification

  • 16.1. The Host is fully and solely responsible for complying with current legislation, the Terms of Use and these Terms. The Host undertakes to hold us fully indemnified (including our employees, directors, agents, consultants, advisors an any other representatives) against all amounts awarded in any Claim, or paid in settlement thereof, arising out of any investigation suit, claim, proceeding or any judicial, arbitration or other administrative action, brought by a third party against us that arises from the Host or its Team Members violation of law or breach of the Agreement or that allege that the Host or its Event Content infringes any third party’s IP-rights.

17. Limitation of liability

  • 17.1. We are, until suspension or termination of the Service in accordance with the Terms, responsible for a) errors and information security in the Service and for b) the functionality of the Service. However, we are not responsible:
    • a) for errors when the User does not cooperate to a reasonable extent with us in troubleshooting; or
    • b) for errors or interruptions in the Service (including the Platform) if it has been caused by:
      • upcoming attacks, such as viruses or other attacks on security;
      • errors in the Host's or its Team Members or Participants IT-environment/hardware, which is not provided by us;
      • circumstance outside our area of responsibility for the Services, for example lack of communication or other products or services from third parties for which we have not expressly taken responsibility;
      • information, materials, files, and other circumstances for which the Host's or its Team Members or Participants are responsible; or
      • errors, delays, or damage due to Third-Party applications, plugins, services or similar which are not under our control.
  • 17.2. Exemption grounds: Each of the Parties, including Third parties engaged by us to perform parts of our contractual obligations or legal obligations, is exempt from penalty for failure to fulfill their contractual obligations and is not liable for damages, if the failure is due to circumstances that prevent the fulfillment of the obligation and which is beyond the party's control and whose consequences he could not reasonably have avoided or overcome ("force majeure event"). As an force majeure event shall be considered, for example, but not exclusively: epidemic, pandemic, authority decision, authority action or omission, labor conflict, lightning strike, fire, war, attack, mobilization, newly introduced or amended legislation and circumstances equivalent thereto, as well as errors or delays in delivery from a subcontractor due to of circumstances beyond his control. When the obstacle ceases, the obligation must be fulfilled in the agreed manner if possible.
  • 17.3. Third-party websites and services: Referrals or links to Third-party and other independent websites and services, which are not provided by us, may be contained in the Services. We are not responsible for Third-party applications, plugins, services or for materials, content, advertising, information, products, services, or anything else available through Third-party websites or external links that appear on the Services, in Events or elsewhere. If the Host provides information through a Third-party website or platform, the information provided may be collected separately by the Third-party, and its sub-processors (if any), that provides the website, service, product, or platform in question. Such information is subject to the Third-party's privacy policy and terms. We do not control any such Third-party websites or services and are not responsible for and have not approved or checked their content, terms, or privacy policies (if any). The Host is responsible for conducting its own independent judgment about for example whether to use them or buy any services or products offered by them. For these reasons, we encourage the Host to pay attention when the Host leaves the Services and to read the privacy policies and terms (if any) of Third-party services or websites that may collect and process Personal Data for which the Host is regarded as Controller .
  • 17.4. Damages excluded: In no event shall any we be liable to the Host under this Agreement for any indirect, incidental, special, consequential, exemplary, or punitive damages or loss, or for loss of goodwill, lost sales, profits or business or other business interruptions.
  • 17.5. Monetary cap: The following limitation of liability applies in aggregate to the Host’s and its Affiliates claims and shall not be cumulative: Our aggregate liability to the Host and its Affiliates arising out of this Agreement, shall be limited to, and not exceed, the Subscription Fees paid to us by the Host during the twelve (12) months before the first event giving rise to such liability.
  • 17.6. Exclusions: Despite clause 17.4 above, nothing in this Agreement shall limit or exclude the liability for:
    • a) any Fees payable to us;
    • b) the Host’s obligations on indemnification stated in section 14 above;
    • c) the Host’s or its Team Members breach of the license granted under this Agreement;
    • d) either Party for personal injury or death caused by its omissions or acts; or
    • e) either Party’s fraud, intentional misconduct, gross negligence or fraudulent misrepresentations.
  • 17.7. Risk allocation: Mainly the following sections allocate the risks of the Agreement between the Parties:
    • Disclaimer (Section 15)
    • Limitation of liability (Section 17)
  • 17.8. The pricing of the Services reflects the allocation, which is an essential part of the basis of the commercial contractual relationship between the parties. There may be some jurisdictions which do not allow for some of the implied limitations or exclusions of implied warranties, and in such cases, the liability will be limited to the greatest extent permitted by applicable law.

18. General provisions

  • 18.1. Notice: If we need to notify or contact the User or Host, we will do so by using the contact information provided to us, or through notification on the Platform or in any other way deemed appropriate by us. The Host shall primarily communicate with us in writing and through email.
  • 18.2. Complete regulation: This Agreement with its appendices constitutes the Parties entire agreement regarding the subject matter hereof and replaces all written and oral agreements, promises and commitments that preceded the same. All terms and/or conditions that the Host provides to us in any purchase order or other documentation shall be void.
  • 18.3. Survival of provisions: Provisions in the Agreement regarding, among other things, intellectual property rights, governing law, confidentiality and dispute resolution, as well as any other provisions that are expressly or by their nature intended to apply even after the expiration or termination of the Agreement, shall continue to apply even after the expiration or termination of the Agreement.
  • 18.4. Invalidity of provisions: If any provision in the Agreement should be found wholly or partially unenforceable or invalid by a court of competent jurisdiction, it shall not affect the validity and enforceability of the remaining provisions. The ineffective or void provision shall be modified by us (with or without support by the court) to best reflect the purpose of original provision to the fullest extent permitted by law and the remaining paragraphs will remain in full force and effect.
  • 18.5. No waiver: If we fail to enforce any part of the Terms of Service, it shall not be seen as a waiver of our right to later enforce that or any other part of the Terms of Service.
  • 18.6. Assignment: We may, in whole or in part, transfer or assign the Agreement and/or our rights and obligations under the Agreement to any other natural or legal person, with or without prior notice to the Host, including without the Host's consent. The Host may not transfer or assign the Agreement, nor its rights and obligations under the Agreement to someone else without our prior written consent.
  • 18.7. Independent Contractors: We and the Host are independent contractors. Nothing in this Agreement creates a franchise, partnership, agency, joint venture or employment relationship between the Parties.

19. Changes and updates to the Services

  • 19.1. We may, from time to time, automatically change and update the Services, including the Platform's interaction design, layout, content, functions, and similar, with or without prior notice, for example in order to address security issues, enhance functionality, improve performance, or reflect changes to the operating system. We do not need the Host’s consent to take such actions. This applies even if such changes involve a changed user experience. In such cases, the Host is not entitled to any form of compensation from us due to such a decision. The Host’s continued use of the Services following the update will be subject to these Terms.
  • 19.2. Notwithstanding the above, if we were to remove functions that are of essential importance to the Host, the Host has the right to terminate the Agreement in writing with effect from the time the change takes effect. Such termination must be received by us in writing at the latest when the change comes into force. If the Host does not terminate the Agreement before the changes come into force, this means that the Host accepts the changed terms.
  • 19.3. We have the right to, at any time, offer additional services, new services, change the range of our Services and to cease the provision of our Services.

20. Amendments to the Agreement

  • 20.1. We have the right to, at any time, change or add to the applicable terms of the Agreement (except for the Data Processing Agreement which can only be changed by written agreement with the Host), and in such cases, the new Agreement will supersede prior versions.
  • 20.2. We can, for example, implement amendments to the Agreement:
    • to clarify the content of the terms and conditions;
    • when offering new services, functions, or additional services;
    • if it is required due to a change in the law, authority decision, regulations;
    • if the changes are intended to protect the Parties, the Platform; or
    • if it is required for technical, operational or security reasons.
  • 20.3. The amendments and/or additions to the Agreement will become effective immediately upon being published on our website and on the Platform, provided that they do not adversely and materially affect the Host’s rights under the Agreement.
  • 20.4. If the amendments and/or additions to the Agreement adversely and materially affect the Host’s rights under the Agreement, such changes to the Agreement will become effective after we have given the Host at least ten (10) days prior notice. The notification can be made through the Platform, e-mail or in another appropriate way determined solely by us. The Host’s continued use of the Services after the effective date, constitutes the Host’s agreement to the amendments.

21. Governing law and dispute resolution

  • 21.1. The Terms of Service and any dispute, controversy or claim arising out of or in connection with the Agreement entered between the Parties or its subject matter or formation, or the breach, termination, or invalidity thereof, shall be governed by and construed in accordance with the law of Sweden, unless otherwise follows from mandatory legislation.
  • 21.2. Consumers always have the right to contact the National Board for Consumer Disputes (Allmänna reklamationsnämnden, ARN, www.arn.se, postal address: Allmänna Reklamationsnämnden Box 174, 101 23 Stockholm), which offers an alternative dispute resolution for consumer disputes. In addition, consumers can submit complaints online through the European Commission's Digital Dispute Resolution Application (EU ODR) via the following link: ec.europa.eu/consumers/odr. Consumers also have the right to contact the Consumer Ombudsman (ko.se). If we and the consumer in question do not arrive at a solution to the dispute through any alternative dispute resolution method, the dispute may be tried and finally decided by a general court in Sweden, unless otherwise follows from mandatory legislation.
  • 21.3. The following applies if a dispute or claim arise between Agorify and a Host as a trader (non-consumer) (including, if applicable, its Affiliates or Team Members): The Parties hereby irrevocably agrees that the courts of Sweden shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims), arising out of or in connection with the Terms of Service, Terms of Use, an Agreement entered between the Parties or its subject matter or formation.
  • 21.4. Disputes that arise between for example, a Host and a Participant, or between a User and a Third party etc., shall be resolved between the disputing parties.

22. Agorify’s Contact information

Company: Agorify AB Reg. no: 559179-4150 Email: support@agorify.com Postal address: Kompassbacken 14, 16433 Stockholm.