Background

Keyflow is a Stockholm based company that offers a compliment to any systems that nightclubs and other event organizers might already have. Keyflow provides a back-end system that connects with a global guest application (as further described below), as well as a doorman application for staff. Keyflow has been able to locate common problems that most nightclubs/event organizers experience, and have solved them in effective and smooth ways, which benefit both guests and event organizers. Keyflow provides event organizers with a great tool to save cost and increase revenues while taking care of its most valued guests in ways that has never been done before. We hope you will enjoy our services!

1. Contractual relationship

Keyflow AB, Reg. No. 556757-2655, a company incorporated under the laws of Sweden, with registered address at Mäster Samuelsgatan 36, 111 57 Stockholm, Sweden (“Keyflow”), provides a software application with an associated web-based system for event organizers (the “App”) which allows for the efficient administration and planning of guest lists, sending membership/VIP cards and invites to events (each an “Event”), administration of purchases of admission to, and table services at Events on a global scale, which may be made by individuals (“Guests”) in Keyflow’s software application for guests (the “GuestApp”). These features are also provided on Keyflow’s website (“the Keyflow website”). The services available through the Keyflow website, the App and GuestApp, as set out above, are jointly referred to as the “Services”. As a company active in the business of organizing events and interested in using the Services in your business, you (hereinafter the “Event Organizer”) may download the App and access the Services, subject to the compliance of these terms and conditions for Event Organizers (the “T&Cs”). These T&Cs govern the access and use by the Event Organizer of the App and the Services. By downloading the App, the Event Organizer accepts to be bound by these T&Cs and establishes a contractual relationship between the Event Organizer and Keyflow (the “Agreement”). The Event Organizer represents and warrants that it is, validly existing, organised and in good standing under the laws of its jurisdiction and that it has the legal right, full corporate power (legal person), authority and necessary regulatory licenses and registrations to (i) arrange/host Events, (ii) fully perform its obligations under the Agreement, and (iii) enter into the Agreement so that is may constitute a valid and binding agreement, enforceable against the Event Organizer in accordance with these T&Cs. The Event Organizer further represents and warrants that it will maintain necessary licenses and, as applicable, registrations during the period of this Agreement. The Event Organizer representative who downloads the App or register an account on the Keyflow website and thereby entering into the Agreement on behalf of the Event Organizer, represents and warrants that he/she has the power, legal authority, or is otherwise duly authorised to enter into the Agreement and use the Services, including the financial transactions contemplated by the Services. Keyflow may request proof of such authorisation at any time, and the Event Organizer agrees to meet such request without delay. Should the Event Organizer breach the representations and warranties made in accordance with the above, or should Keyflow become aware, or have reason to believe, that the App has been downloaded, or the Services accessed or used, by someone who did not have the authority to represent the Event Organizer, the Agreement will terminate immediately and the Event Organizer will no longer be able to access or use the Services. These T&Cs may be revised from time to time. The date of the latest update is shown at the end of these T&Cs. Keyflow will notify the Event Organizer prior to implementing any changes and the Event Organizer will be entitled to terminate the Agreement if it does not consent to the changes. By continuing to use the Services after any changes have been made, the Event Organizer is acknowledging its acceptance of such changes.

2. The Services

Through the Services, the Event Organizer will be able to upload invites to its Events and thereby enable Guests to purchase admission to and/or table services at the Event. The Event Organizer is also able to use the Services to send membership/VIP cards and targeted invites to individual Guests. The Event Organizer can choose to offer admission to an Event by Guests bidding, in addition to ordinary purchased admission. Offering admission to an Event by bidding will not affect admission already purchased to such Event. An Event offered by bidding can at any time be closed for bidding. This will not affect admission already purchased by bid to such Event. The Event Organizer is not obliged to accept any bid. In connection with placing a bid the Guest will set a time frame for the duration of the bid. The bid is binding for the Guest within the time frame, unless the Guest withdraws the bid. Withdrawing a bid can be made at any time by the Guest, unless the Event Organizer has already accepted the bid. If a bid is rejected or not accepted within the time frame, the placed bid has expired and is no longer a binding bid. If a binding bid is accepted by the Event Organizer, a binding non-refundable agreement has been entered into between the Event Organizer and the Guest, unless otherwise stated in this T&Cs. The Guest will only be charged if its bid is accepted by the Event Organizer. Keyflow’s sole obligations under these T&Cs shall be (i) to include Events uploaded by the Event Organizer in the GuestApp or on the Keyflow website, and (ii) to administer payments between the Event Organizer and Guests. Keyflow has no responsibility for, and does not in any way warrant that, the Event Organizer’s use of the Services will result in any purchases of admission to and/or table services at the Event Organizer’s Events, or that Guests who have made purchases will actually attend the Events. In addition, Keyflow does not pre-screen or monitor the Guests who make purchases in respect of Events and has no responsibility to ensure that such Guests meet any requirements or expectations that the Event Organizer may have in respect of its Events. The Event Organizer is solely responsible for ensuring that all Guests are made aware of any requirements or restrictions applicable to its Events. In the event a Guest is denied entry to an Event on the basis of non-fulfilment of the Event Organizer’s requirements, the Event Organizer shall notify Keyflow thereof in the manner provided for in the App or on the Keyflow website. The Event Organizer understands and acknowledges that these T&Cs only regulate the Event Organizer’s use of the Services, and the limited obligations of Keyflow contemplated thereby. The Event Organizer further understands and acknowledges that the performance of its Events is outside the scope of these T&Cs and that Guests who make purchases in respect of the Event Organizer’s Events will enter into a binding agreement with the Event Organizer, to which Keyflow has no part. Keyflow has no responsibilities in respect of the Event Organizers’ Events and cannot be held responsible or liable in any way for the performance of such Events towards the Event Organizer, Guests or any third party. Keyflow shall automatically receive admission for up to twenty (20) individuals to each Event uploaded by the Event Organizer, to be distributed by Keyflow in its sole discretion.

2.1. Subscription or the Single Event option

Keyflow currently provides three subscription alternatives available for Event Organizers; Base, Premium and Elite and a fourth option that allows the Event Organizer to pay per Event; Single Event. In all subscription options the Event Organizer will each months be eligible to receive “Credits”. Credits can be used to pay for promotion of Events as set out in Keyflows price list, as amended. Base The Base subscription allows the Event Organizer to publish unlimited number of public Events during the subscription period. The Event Organizer will also be eligible to receive 2,500 Credits per month during said subscription period. Premium The Premium subscription allows the Event Organizer to publish unlimited public or private Events during the subscription period. The Event Organizer will also be eligible to receive 5,000 Credits per month during said subscription period. Elite The Premium subscription allows the Event Organizer to publish unlimited public or private Events during the subscription period. The Event Organizer will also be eligible to receive 25,000 Credits per month during said subscription period. Single Event The Single Event option allows the Event Organizer to pay per created Event, as set out in Keyflow’s price list, as amended. The Event Organizer will also receive 1,000 Credits per paid and created Event.

2.2. Credits

In addition to received Credit as set out section 2.1 above, Event Organizers can at any time purchase more Credits. Credits eligible through subscription and added to your Keyflow account are valid throughout the eligible month. Unused eligible Credits will expire by the last day of the eligible month and will be removed from Event Organizer’s Keyflow account. Credits eligable through a Single Event will expire when the date of the Event has passed. Credits that an Event Organizer purchases in addition to the eligable Credits will expire by last day of the 12 months period from the purchase and will accordingly be removed from your Keyflow account after the expiration. The purchased Credits will only be used for payment when the there are no eligible Credits available at the Event Organizer’s Keyflow account.

3. Payments

3.1. Payment for the Services

For Keyflow’s current fees, please see www.keyflow.com/business. Keyflow reserves the right to change the fees in its sole discretion. As set out in section 1, Keyflow will notify the Event Organizer prior to implementing such changes and the Event Organizer will be entitled to terminate the Agreement subject to a one (1) month written notice of termination if the Event Organizer does not consent to the changes. Keyflow will automatically charge the credit card associated with Event Organizers Keyflow account for the Event Organizer’s purchased Services, on a recurring basis, as applicable. Unless the Event Organizer subscription is terminated in writing not later to the expiry of the subscription period, the Subscription will remain in full force subject to one (1) month written notice of termination. The termination will take effect the day after the last day of the current subscription period. Price changes for subscriptions will take effect at the start of the prolonged subscription period, if applicable. If a transaction has been declined online due to payment card issues, please ensure all data is correct and resubmit. The Event Organizer is responsible for the timely payment of all charges and for providing Keyflow with a valid credit card. If Keyflow are unable to successfully charge the credit card, Keyflow reserves the right to cancel the use of the Services and in doing so removing any current Event that the Event Organizer may have published on the GuestApp or on the Keyflow website. The Event Organizer acknowledge and agree that Keyflow may utilize a third party operational service providers to process the payments and all payments made through these third party operational service providers are subject to their respective terms and conditions of use, and in the event of a conflict between such third party’s terms and conditions and this Agreement, the terms and conditions of the third party service provider shall govern and control. Keyflow are not responsible and have no liability whatsoever for the services an Event Organizer obtain through Keyflows third party operational service providers or other web sites or web pages.

3.2. Service Fee

Keyflow will charge each Guest with a non-refundable service fee for each purchase made through use of the Services, such as admissions and/or table services (the “Service Fee”). The size of the Service Fee is determined by Keyflow and will be charged to the Guest in addition to the purchase price. To the extent the Event Organizer displays prices for purchases made through the GuestApp, the Keyflow website, on the Event Organizer’s websites or otherwise in its marketing, the Event Organizer is obliged to inform the Guests that the Service Fee may be added to the purchase price.

3.3. Transfer of Guests’ payments to the Event Organizer

Keyflow acts as a technical intermediary between the Event Organizer and Guests. It is up to the Event Organizer to set the prices applicable to Guests for purchases made through the Services. When a Guest has made a purchase in respect of the Event Organizer’s Event, and the financial transaction has been completed, his/her name will be added to the guest list to the Event. Keyflow has engaged the third party payment service provider Stripe for administration of purchases made through the Services. To allow for Guests to make purchases in respect of the Event Organizer’s Events, the Event Organizer must have a valid account with Stripe. It is the Event Organizer’s sole responsibility to ensure that it has created and maintains such account. All payments made by Guests will be transferred to the Event Organizer (less the Service Fee, which will be transferred to Keyflow) in accordance with the terms and conditions applicable to Stripe’s services from time to time. For the avoidance of doubt, Keyflow is not responsible for any payments made through Stripe and the Event Organizer should ensure that is has understood and accepts the terms and conditions applicable to Stripe’s services. All applicable transactional fees/charges prescribed by the payment service provider or, as the case may be, by banks or financial institutions, will be solely borne by the Event Organizer. If the Event Organizer is established in a country where Stripe has no presence, all payments made by Guests will instead be transferred by Stripe to Keyflow and then held on a separate client account on the Event Organizer’s behalf until forty-eight (48) hours after the relevant Event has taken place, after which the amount (less the Service Fee) will be transferred to the bank account specified by the Event Organizer in Keyflow’s back-end system. All applicable transactional fees/charges prescribed by the payment service provider or, as the case may be, by banks or financial institutions, will be solely borne by the Event Organizer. Information about in which countries Stripe is present can be found on www.stripe.com. Under the terms and conditions applicable to Guests using the Guest App, Guests are not permitted to cancel purchases of admission to Events and/or reservations and prepayment of table services. However, the Event Organizer acknowledges that, pursuant to applicable law in some jurisdictions, Guests may be entitled to cancel purchases made in respect of admission to Events and/or reservations and prepayment of table services, provided that the relevant Event has not taken place, and that the Event Organizer may be obliged to make refunds to Guests pursuant to applicable law. The Event Organizer further acknowledges that Keyflow has no responsibility towards Guests in respect of refunds and that it is the responsibility of the Event Organizer to ensure that it complies with applicable law in this regard. What is stated above shall apply, mutatis mutandis, in respect of cancelled Events. If the Event Organizer is established in a country where Stripe has no presence and should a Guest be entitled to a refund pursuant to applicable law, the Event Organizer acknowledges that, in such event, Keyflow will use the amount held on the Event Organizer’s behalf (as further described below) to refund the Guest his/her payment (less the Service Fee). The Event Organizer also acknowledges that the Event Organizer is not entitled to any payments in respect of purchases of admission to Events and/or table services, which have been cancelled by Guests pursuant to such applicable law. Should an Event be cancelled (for whatever reason) in situations where the Event Organizer is established in a country where Stripe has no presence, and where, consequently, all amounts pertaining to an Event are held by Keyflow on a separate client account, Guests are entitled to notify Keyflow within twenty-four (24) hours from the time when the Event was scheduled to begin and request a refund. Provided that such request reaches Keyflow within the above-stated time, Keyflow will use the amount held on the Event Organizer’s behalf to refund the Guests their payments (less the Service Fee). In such event, the Event Organizer will only be entitled to payments from Guests who have not requested a refund. The Event Organizer acknowledges and accepts that, should the Event Organizer deny a Guest admission to an Event, as referred to in Section 2, the Event Organizer will be liable to refund the Guest the purchase price (less the Service Fee).

4. License and content

4.1. Grant of license by Keyflow

Subject to compliance with these T&Cs, Keyflow grants the Event Organizer a limited, non-exclusive, non-sub-licensable, revocable, non-transferable license (i) to access and use the App on compatible device(s) solely in connection with the Event Organizer’s use of the Services, and (ii) to use the Keyflow trademark to inform third parties of its use of the Services, such use to always comply with all then-current trademark guidelines or similar instructions provided by Keyflow or made available on the Keyflow website. The Event Organizer acknowledges and agrees that all material, including, without limitation, information, data, software, text, design elements, graphics, images and other content contained in or delivered via the Services or otherwise made available by Keyflow in connection with the Services (jointly, “Keyflow Content”) is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property rights and laws. Except as expressly authorised by Keyflow in writing or in connection with the Event Organizer’s use of the intended functionality of the Services, the Event Organizer agrees not to sell, sublicense, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, attempt to derive the source code of, or create derivative works of, any Keyflow Content. The Event Organizer shall use the Keyflow Content only for purposes that are permitted by these T&Cs and any applicable laws and regulations. The license is effective until terminated by the Event Organizer or Keyflow. The Event Organizer’s rights under this license will terminate automatically without notice if the Event Organizer fails to comply with any term of this license.

4.2. Notice Regarding Apple

The Event Organizer acknowledges that these T&Cs are between the Event Organizer and Keyflow only, not with Apple, and Apple is not responsible for the Services and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services. In the event of any failure of the Services to conform to any applicable warranty, then the Event Organizer may notify Apple and Apple will refund any applicable purchase price for the App to the Event Organizer; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Services. Apple is not responsible for addressing any claims by the Event Organizer or any third party relating to the Service or the Event Organizer’s possession and/or use of the Services, including, but not limited to: (i) product liability claims; (ii) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Services and/or the Event Organizer’s possession and use of the App infringe that third party’s intellectual property rights. The Event Organizer agrees to comply with any applicable third party terms, when using the Services. Apple, and Apple’s subsidiaries, are third party beneficiaries of these T&Cs, and upon the Event Organizer’s acceptance of these T&Cs, Apple will have the right (and will be deemed to have accepted the right) to enforce these T&Cs against the Event Organizer as a third party beneficiary of these T&Cs. The Event Organizer hereby represents and warrants that (i) it is 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 (ii) it is not listed on any U.S. Government list of prohibited or restricted parties.

4.3. Event Organizer Content and trademarks

Through the Services, the Event Organizer is able to upload digital invites to Events and other content, including photographs and other images, (“Event Organizer Content”). Any Event Organizer Content provided by the Event Organizer will remain the property of the Event Organizer. However, by providing Event Organizer Content to Keyflow, the Event Organizer grants Keyflow a non-exclusive, worldwide, transferable, sub-licensable, royalty-free license to use, copy, distribute, publicly display and otherwise exploit in any manner such Event Organizer Content, solely in connection with the provision or promotion of the Services, in all formats and distribution channels now known, or hereafter devised, without further notice to or consent from the Event Organizer, and without the requirement of payment to the Event Organizer or any other person or entity. The Event Organizer represents and warrants that (i) the Event Organizer either is the sole and exclusive owner of all Event Organizer Content or the Event Organizer has all rights, licenses, consents and releases necessary to grant Keyflow the license to the Event Organizer Content as set forth above, and (ii) neither the Event Organizer Content, the Event Organizer’s submission of such Event Organizer Content, or Keyflow’s use of the Event Organizer Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of privacy, or result in the violation of any applicable law and regulation. Keyflow will not accept any Event Organizer Content which: a. is defamatory, abusive, harassing, threatening, or an invasion of a right to privacy of another person, bigoted, hateful, or racially or otherwise offensive, violent, vulgar, obscene, pornographic or otherwise sexually explicit, or otherwise harms any person or entity; b. infringes or violates any right of a third party, including without limitation, copyright, patent, trademark, trade secret or other proprietary or contractual rights, or which violates any other confidentiality obligations; c. contains a virus or other harmful component, or otherwise tampers with, impairs or damages the Services or any connected network, or otherwise interferes with any person or entity’s use or enjoyment of the Services. The Event Organizer is solely responsible for any content and other material that the Event Organizer submits, transmits, or displays through the Services. Keyflow does not pre-screen or monitor Event Organizer Content, but reserves the right to remove Event Organizer Content for any or no reason, without notification to the Event Organizer, including but not limited to Event Organizer Content that, in Keyflow’s sole discretion, violates these T&Cs or any applicable laws and regulations. Keyflow’s rights under the license to the Event Organizer Content are effective until the Event Organizer terminates the Agreement. The Event Organizer further grants Keyflow a non-exclusive, worldwide, transferable, sublicensable, royalty-free license to use the Event Organizer’s trademarks in connection with and for the purpose of the distribution of the App and GuestApp and provision of the Services, including for promotional purposes. Keyflow shall duly consider any reasonable instructions or trademark guidelines provided by the Event Organizer which may apply to such usage of the Event Organizer’s trademarks.

4.4. Digital Millennium Copyright Act

Keyflow complies with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you are a U.S. copyright owner or agent of a U.S. copyright owner and believe that any content posted on the Services infringes upon your copyright, you may contact our Designated Agent at the following address:

Keyflow AB
Mäster Samuelsgatan 36
111 57 Sweden

Any notice alleging that materials hosted by or distributed through the Services infringe intellectual property rights must include the following information: a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
b. a description of the copyrighted work or other intellectual property that you claim has been infringed;
c. a description of the material that you claim is infringing and where it is located on the Services;
d. your address, telephone number, and email address;
e. a statement by you that you have a good faith belief that the use of the materials on the Services of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
f. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Please note that the above requirements only apply to U.S. copyright holders and their agents. If you hold copyrights that were granted anywhere outside of the U.S. and believe that your intellectual property rights have been infringed, please send an e-mail containing the information in sub-sections (a)-(f) above to [email protected]. Keyflow will promptly terminate without notice the accounts of users that are determined by Keyflow to be “repeat infringers.” A repeat infringer is a user who has been notified of infringing activity more than twice and/or has had content removed from the Services more than twice.

5. Prohibited conduct

By using the Services, the Event Organizer agrees not to:
a. use the Services for any illegal purpose, or in violation of any local, state, national, or international law;
b. interfere with security-related features of the Services, including without limitation by (i) disabling or circumventing features that prevent or limit use or copying of any content, or (ii) reverse engineering or otherwise attempting to discover the source code of the Services or any part thereof except to the extent that such activity is expressly permitted by applicable law;
c. interfere with the operation of the Services or any user’s enjoyment of the Services, including without limitation by (i) taking any action (directly or indirectly) that imposes or may impose (as determined by Keyflow in its sole discretion) an unreasonable or disproportionately large load on Keyflow’s or its third party providers' infrastructure; or (ii) interfering with or disrupting any networks, equipment, or servers connected to or used to provide the Services, or violating the regulations, policies, or procedures of such networks, equipment, or servers;
d. perform any fraudulent activity including impersonating any person or entity, claiming false affiliation; misrepresenting the source, identity or content of information transmitted via the Services; accessing the Services accounts of others without permission, or falsifying your age or date of birth;
e. sell or otherwise transfer the access granted under these T&Cs, or any right or ability to view, access, or use any part of the Services; or
f. attempt to do any of the foregoing in this Section 5, or assist or permit any persons in engaging or attempting to engage in any of the activities described in this Section 5.

6. Indemnity

The Event Organizer agrees to indemnify and hold Keyflow, and its affiliates, and each of Keyflow’s and its affiliates’ respective officers, directors, agents, and employees, harmless from any and all claims, demands, damages, losses, liabilities and expenses (including attorneys’ fees) arising out of or in connection with (i) the Event Organizer’s use of the Services, (ii) the Event Organizer’s breach or violation of these T&Cs, (iii) Keyflow’s use of the Event Organizer Content, (iv) the Event Organizer’s violation of the rights of any third parties, or (v) any disputes between the Event Organizer and any third parties, including any Guests.

7. Disclaimer of warranties

THE SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICES ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. KEYFLOW AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AFFILIATES, SUBSIDIARIES, AND AGENTS (COLLECTIVELY, THE “KEYFLOW ENTITIES”) SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. THE KEYFLOW ENTITIES DO NOT WARRANT THAT THE SERVICES OR ANY PART THEREOF, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICES, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE EVENT ORGANIZER FROM THE SERVICES OR ANY MATERIALS OR CONTENT AVAILABLE ON OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE KEYFLOW ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE T&CS. THE EVENT ORGANIZER ASSUMES ALL RISK FOR ALL DAMAGES THAT MAY RESULT FROM THE EVENT ORGANIZER’S USE OF OR ACCESS TO THE SERVICES, THE EVENT ORGANIZER’S DEALINGS WITH OTHER USERS OF THE SERVICES, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES. THE EVENT ORGANIZER UNDERSTANDS AND AGREES THAT THE EVENT ORGANIZER USES THE SERVICES AND USES, ACCESSES, DOWNLOADS, OR OTHERWISE OBTAINS MATERIALS OR CONTENT THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES AT THE EVENT ORGANIZER’S OWN DISCRETION AND RISK, AND THE EVENT ORGANIZER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS PROPERTY (INCLUDING THE COMPUTER SYSTEM USED IN CONNECTION WITH THE SERVICE) OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OR USE OF SUCH MATERIALS OR CONTENT. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND THE EVENT ORGANIZER MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

8. Limitation of liability

IN NO EVENT WILL THE KEYFLOW ENTITIES BE LIABLE TO THE EVENT ORGANIZER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE EVENT ORGANIZER’S ACCESS TO OR USE OF, OR THE EVENT ORGANIZER’S INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS OR CONTENT ON THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE KEYFLOW ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. UNDER NO CIRCUMSTANCES WILL KEYFLOW BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THE CONDUCT OF THE EVENT ORGANIZER OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OR PERSONS THE EVENT ORGANIZER MEETS THROUGH THE SERVICES. THE EVENT ORGANIZER AGREES THAT THE AGGREGATE LIABILITY OF THE KEYFLOW ENTITIES TO THE EVENT ORGANIZER FOR ANY AND ALL CLAIMS ARISING OUT OF RELATING TO THE USE OF OR ANY INABILITY TO USE THE SERVICES (INCLUDING ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES) OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED USD$100. EACH PROVISION OF THESE T&CS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE T&CS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 8 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9. Term and termination

These T&Cs will continue to apply unless terminated by either the Event Organizer or Keyflow. Keyflow may terminate these T&Cs or suspend the Event Organizer’s account and/or access to the Services at any time, including in the event of actual or suspected unauthorised use of the Services, misuse of the Services or non-compliance with these T&Cs. If the Event Organizer or Keyflow terminates these T&Cs, or if Keyflow suspends the Event Organizer’s account and/or access to the Services, Keyflow will transfer any amounts due and payable which are held by Keyflow on the Event Organizer’s behalf to the Event Organizer and shall thereafter have no liability or responsibility to the Event Organizer or any third party.

10. Privacy policy

10.1. Processing of personal data performed by Keyflow

10.1.1. Personal data relating to Guests

The Event Organizer’s use of the Services will entail processing of personal data in respect of Guests, for example when sending invites to Events, administering guest lists or otherwise in connection with the Event Organizer’s administration of the relationship with Guests. Through the Event Organizers use of the Services, Keyflow will process Guests’ personal data when, for example, Keyflow is administering Guests’ accounts in the Guest App, completing financial transactions, sending marketing materials etc. The Event Organizer acknowledge that the Event Organizer will act as a data controller in respect of Guest personal data which the Event organizer have collected. As such, the Event Organizer is responsible for ensuring that it has obtained all necessary consents from data subjects in respect of personal data collected by the Event Organizer from the data subjects and that it is otherwise entitled to process such personal data (including transfer of such personal data to Keyflow) prior to transferring any personal data to Keyflow. The Event Organizer acknowledge and accept that the Event Organizer will process such personal data regarding guests that is collected by Keyflow, and made available for the Event Organizer, on behalf of Keyflow. Keyflow is data controller and the Event Organizer is data processor, and may only process personal data in accordance with a data protection agreement which is reached between the Event Organizer and Keyflow. As a data controller established in Sweden, Keyflow is responsible for ensuring that processing performed by Keyflow (or, as the case may be, any third party service providers engaged by Keyflow) of Guest personal data is compliant with the Swedish Personal Data Act, which is based on EU Directive 95/46/EC on Data Protection, and when the Swedish personal Data Act is repealed, compliant with the General Data Protection Regulation 2016/679. Likewise, the Event Organizer acknowledges and agrees that it will comply with all applicable responsibilities and obligations required of a data controller in its jurisdiction. The Event Organizer further understands and acknowledges that Keyflow will in no event be responsible or liable for the Event Organizer’s use or other processing of Guest personal data.

10.1.2. Personal data relating to the Event Organizer’s employees

When registering an account in the App or on the Keyflow website, individuals employed with, or otherwise acting on behalf of the Event Organizer (each an “Employee”) must (i) submit certain personal data, such as the Employee’s name, email address, and telephone number and (ii) choose a user name and password. Keyflow will process Employee personal data in order to administer the relevant account and to allow the Employee to make use of the Services. Keyflow will treat Employee personal data confidentially. Such personal data will be stored until the relevant account has been terminated and will thereafter be deleted. Keyflow is the data controller in respect of Employee personal data. As such, Keyflow is responsible for treating the personal data in accordance with the Swedish Personal Data Act and other applicable legislation. Employee account holders are entitled to, once per year and without charge, receive information about what personal data about him/her that Keyflow processes, as well as information on the extent and purpose of such processing. Keyflow is also obliged to, at the relevant Employee’s request, correct any personal data about him/her that is incorrect, incomplete or misleading. The Employees personal data will be processed in order to provide the Services under the Agreement and to improve the experience of the Services, for example by providing customized or localized content. The Employees personal data may also be processed for market and customer analyses and for business and method development. Keyflow will also collect the IP address of the device from which the Employee uses the Services. An IP address is a number that is automatically assigned to the device and is automatically identified to our server when the Services are used. Keyflow will not use personal data to send spam e-mails. In order to offer the Event Organizer and Event Organizer’s business all of the Keyflow App features Keyflow will ask the Employee to give it permission to gather information from the phone on which they use the App. The Employee will be asked to give Keyflow access to the address book contacts and the camera. Keyflow will not receive any of this information unless the Employee agrees to give Keyflow access to these features. The camera: Keyflow will ask the Employee to give the Keyflow App permission to access the phone camera. The camera can be used to add a profile picture to the Keyflow account and Scan QR codes. Address book contacts: Keyflow will ask the Employee to give the Keyflow App access to the contacts in the address book in order to provide the Services in accordance with the Agreement.

10.1.3. Security measures implemented by Keyflow to protect the personal data

Keyflow is committed to protecting the security of the personal data Keyflow collects. Keyflow will take reasonable technical and organizational measures to protect the personal data it stores or processes. Keyflow use a variety of industry-standard security technologies and procedures to help protect personal data from unauthorized or unlawful access, use or disclosure and accidental loss, destruction and damage. Even though Keyflow has taken significant steps to protect the personal data, no security measures are completely secure, and Keyflow do not guarantee the security of the personal data it collects.

10.2. International transfer of personal data

If the Event Organizer’s Employees are located in the EEA:
Due to the international nature of Keyflow’s business, personal data relating to the Event Organizer’s Employees or Guests may be transferred to a country located outside of the European Economic Area (the “EEA”), which may not provide the same protection for personal data as within the EEA. If the Event Organizer’s Employees are located in the United States:
Due to the international nature of Keyflow’s business, personal data relating to the Event Organizer’s Employees or Guests may be transferred to a country other than the United States.

11. Consent to electronic communications

By using the Services, the Event Organizer consents to receiving certain electronic communications from Keyflow as further described in our Privacy Policy. The Event Organizer agrees that any notices, agreements, disclosures, or other communications that Keyflow sends to the Event Organizer electronically will satisfy any legal communication requirements, including that such communications be in writing.

12. No agency

Keyflow and the Event Organizer are independent organisations, and no agency, partnership, employee-employer or joint venture relationship in intended or created by the Agreement or these T&Cs.

13. Governing law and jurisdiction

These T&Cs shall be governed by, and construed in accordance with, the substantive laws of Sweden. Any dispute, controversy or claim arising out of or in connection with these T&Cs, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm, Sweden, and the language to be used in the arbitral proceedings shall be English.

14. Contact

The Event Organizer is welcome to contact Keyflow at [email protected] with any questions regarding these T&Cs, the Services, or otherwise.

These T&Cs were last updated on 20 September 2018