Organizer Terms & Conditions

I. License and Restrictions

A. Grant of License

Subject to the terms of the Agreement and payment of applicable Subscription Fees, Swapcard hereby grants Organizer a limited, worldwide, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Swapcard Solutions during the Term. The license hereunder is personal to Organizer alone and access cannot be shared with third parties, including Organizer’s Affiliates, unless expressly agreed upon by the Parties in writing as provided in the Subscription Form.

B. IP Ownership

Swapcard owns all rights, titles, and interests in the systems, software, structure, infrastructure, databases, codes, and content of any kind (including, but not limited to, any text, images, visuals, logos, and trademarks) included in the Swapcard Solutions, or otherwise used by Swapcard in providing the Swapcard Solutions, including any Intellectual Property Rights, but excluding any Organizer Content. Except for the express rights granted to Organizer under these T&Cs, Swapcard reserves all rights to the Swapcard Solutions as well as any Intellectual Property Rights embodied or used in connection with the Swapcard Solutions.

C. Cross-License

As long as Organizer is using the Swapcard Solutions or maintaining its Organizer Content on the Swapcard Solutions, Organizer grants Swapcard a worldwide, non-exclusive license to use, store, edit, transfer, reproduce, modify, and copy Organizer Content solely as strictly necessary to provide the Swapcard Solutions, and make Organizer Content accessible to Organizer’s Members.

D. Restrictions

Except as expressly provided in the Agreement, Organizer may not: (i) copy, distribute, rent, lease, lend, sublicense, transfer, or make the Swapcard Solutions available to any third party; (ii) decompile, reverse engineer, or disassemble the Swapcard Solutions; (iii) create derivative works based on the Swapcard Solutions; or (iv) modify, remove, or obscure any copyright, trademark, patent, or other notices or legends that appear on the Swapcard Solutions and deliverables provided through the Swapcard Solutions or during their use and operation.

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Any dismantling, decompiling, decoding, extraction, reuse, copying, and, more generally, any reproduction, representation, dissemination, or usage of any of the foregoing, either partially or in full, without Swapcard’s prior written consent, is strictly forbidden, constitutes a material breach of the Agreement, and will lead to immediate termination of the Agreement by Swapcard without compensation to Organizer and without prejudice to any other remedy available to Swapcard under Applicable Law.

E. Feedback and Beta Services

Organizer and/or Members may share any feedback, analysis, suggestions, and/or comments including, but not limited to, Bug reports, test results, and design suggestions or ideas related to the Swapcard Solutions (“Feedback”) with Swapcard, either on their own accord or at the request of Swapcard. Swapcard may from time to time provide to Organizer and/or Members products and/or services that are designated as beta version, pilot or limited release for testing and evaluation purpose (“Beta Services”).

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All rights, title, and interest in any Feedback and Beta Services will be owned by Swapcard. Swapcard will have the perpetual, irrevocable, and worldwide right to use, modify, license, sublicense, and otherwise exploit all or part of the Feedback, including Feedback related to Beta Services, or any derivative thereof, in any manner or media now known or hereafter devised without any remuneration, compensation, or credit to Organizer and/or Members.

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Organizer acknowledges that Beta Services may not be fully supported, may contain errors, and may not become generally available. Beta Services are provided “AS IS” without warranty of any kind, express or implied, and may be modified, suspended, or discontinued at any time without notice. Swapcard shall have no liability for any harm or damage arising out of or in connection with Organizer’s and/or Members’ use of Beta Services.

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II. Swapcard’s Obligations

A. Provision of Swapcard Solutions

Swapcard will provide to Organizer the Swapcard Solutions, either under a Free Plan or Subscription Plan, starting on the Effective Date.

1. Free Plan

Under the Free Plan, Swapcard undertakes to grant and provide to Organizer access to the Event Platform, including limited features, as indicated on Swapcard’s website. Swapcard may, at its sole discretion, modify the content of the Free Plan and/or discontinue the Free Plan at any time and without compensation to Organizer and/or Members. Swapcard will provide Organizer with reasonable prior notice of any material modification or discontinuation of the Free Plan.

2. Subscription Plan

Under a Subscription Plan, Swapcard undertakes to provide Organizer with the Swapcard Solutions listed in the Subscription Form(s) during the Term. The Swapcard Solutions available under the Subscription Plans are described in Appendix B of these T&Cs. During the Term, Organizer may upgrade its Subscription Plan if available. Any downgrading of Subscription Plan is not authorized before the end of the Term.

B. Platform Hosting, Service Level, and Updates

Swapcard commits to, directly or indirectly through a professional hosting service provider, host the Platform while maintaining a monthly average of ninety-eight percent (98%) of the time 24/7/365 Platform availability.

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Notwithstanding anything to the contrary, Organizer understands and agrees that Swapcard will not be held liable for failure to meet the requirements set out by this section should any of the following cases occur:

• Swapcard, Organizer, Members, and/or Third-Party Product providers face a failure of their physical servers, cloud storage, hosting services, internet connection, electrical power, or hardware installation;
• Organizer acts or abstains from action in contradiction with Swapcard’s instructions or the Agreement;
• A Third-Party Product does not properly deliver;
• In case of planned maintenance to the Swapcard Solutions, provided Organizer was notified in writing by Swapcard, no later than seventy-two (72) hours beforehand, to prevent disruption to Organizer’s business (“Scheduled Maintenance”);
• In case of a Force Majeure Event;
• In case of suspension and/or termination of Swapcard Solutions in accordance with the Agreement; or
• Organizer is late or in default of payment, or otherwise materially breaches the Agreement.

Swapcard will provide Organizer with any updates or modifications to Swapcard Solutions that add or introduce new functionality or features (“New Versions”), to the extent that Swapcard makes such New Versions available free of charge to all its customers. Organizer cannot refuse such New Versions and has no right to continue using previous versions of the Swapcard Solutions.

C. Basic Support

Swapcard offers remote written technical assistance, free of charge, allowing Organizer and/or Members to submit Queries related to issues encountered when using the Swapcard Solutions (“Basic Support”) via chat message in the Platform.

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Swapcard will make best efforts to (i) send Acknowledgment within two (2) hours of receipt; and (ii) resolve the Query within five (5) Working Hours of Acknowledgment, save for time where Swapcard may be waiting for further necessary information from Organizer and/or Member. Basic Support is provided during Working Hours on Business Days. Swapcard will make best efforts to achieve a monthly average success rate of ninety percent (90%) for Basic Support.

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Basic Support does not apply to Bug-related issues, Third-Party Products or external sources, video production, Swapcard In-App Registration (as defined in Appendix B), and the Launchpad Platform.

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III. Organizer’s Obligations

A. Collaboration with Swapcard

Organizer will provide Swapcard, in a timely manner and at no charge to Swapcard, all information, documentation, assistance, and other support reasonably required to provide the Swapcard Solutions.

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Upon Swapcard’s request, Organizer shall also take all reasonable steps and perform all actions necessary to enable the provision of the Swapcard Solutions, including but not limited to: (i) acquiring and maintaining its own domain name and uniform resource locator (“URL”); (ii) creating and maintaining an active developer account with the relevant mobile application store(s) for mobile application publication; and (iii) creating and maintaining an active account with any payment processing solution designated by Swapcard, as applicable.

B. Relationship with Members

Swapcard is not involved in the relationship between Members and Organizer. Organizer is solely responsible for, and Swapcard cannot under any circumstances be held liable for, Members’ participation in an Event and/or Community or Member’s use of the Platform or any difficulties and disputes that may arise between Organizer and Members, including, but not limited to, disputes related to provision of Swapcard Solutions.

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Organizer is solely responsible for adding its own terms and conditions, including privacy terms, to the Platform (together “Organizer’s Terms”), which will apply solely to its relationship with Members and are not applicable to Swapcard in any way. In the event of conflicting terms between the Organizer’s Terms and the Agreement, the Agreement will prevail, and any conflicting Organizer’s Terms will be null and void.

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Organizer understands and agrees that Swapcard has an independent contractual relationship with Members which, without exception, must accept the Member Terms of Use and Privacy Policy (together “Member’s Terms”), as available at https://www.swapcard.com/legal and modified from time to time at Swapcard’s sole discretion, in order to access the Swapcard Solutions. Organizer must ensure that Members have accepted the Member’s Terms before accessing the Swapcard Solutions. In the event of conflicting terms between the Organizer’s Terms and the Member’s Terms, the Member’s Terms will prevail and any conflicting Organizer’s Terms will be null and void.

C. Organizer’s Access

Organizer undertakes to maintain the security and confidentiality of its username and password granting access to its Organizer Account. Organizer is solely responsible for obtaining and maintaining, at its own expense, all equipment needed to access the Swapcard Solutions, including, but not limited to, Internet access and adequate bandwidth.

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Any use of the Organizer Account through Organizer’s username and password is restricted to Organizer and its authorized Personnel, and will be deemed to have been by Organizer. Organizer must immediately notify Swapcard if Organizer knows, should have known, discovers, or suspects that its Organizer Account has been used without Organizer’s permission or by an unauthorized third party. Upon receiving such notice, Swapcard may suspend access to the Organizer Account, remove Organizer Content and/or take any and all necessary measures to protect and secure the Organizer Account and Swapcard Solutions.

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Organizer understands and agrees that (i) Swapcard and its authorized Personnel may have to access Organizer Account using Organizer’s username and password but solely to provide the Swapcard Solutions during the Term and (ii) Swapcard’s Personnel may be added as Member to attend Organizer’s Event and/or Community but solely to provide the Swapcard Solutions during the Term.

D. Organizer’s Restrictions

Organizer will not, in connection with its use of any of the Swapcard Solutions:

• carry out activities that are illegal, fraudulent, or infringe on the rights or security of third parties;
• hack into the IT system of a third party or implement any activity that aims to harm, control, interfere with, or intercept all or part of a third party’s information system, or violate its integrity or security;
• fail to use the Swapcard Solutions in compliance with any instructions or specifications provided by Swapcard to Organizer;
• copy or utilize any concepts, technologies, or any other components of the Swapcard Solutions except as expressly permitted under these T&Cs;
• engage in any activity that interrupts, suspends, slows down, or prevents the continuity of the Swapcard Solutions;
• hack or attempt to hack into the Swapcard Solutions;
• hijack any system resources of the Swapcard Solutions;
• engage in any activity that would place a disproportionate load on Swapcard’s infrastructure;
• attempt to breach any of Swapcard’s security and authentication systems;
• perform, or authorize any third party to perform, any penetration test, vulnerability scan, load test or other security assessment of the Swapcard Solutions or of Swapcard’s infrastructure without Swapcard’s prior written consent;
• engage in any activity that could be detrimental to the reputation of Swapcard; or
• assist with or incite, in any manner or form whatsoever, one or more of the foregoing acts and activities.

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IV. Third-Party Products

In the event Organizer integrates Third-Party Products into the Swapcard Solutions, Swapcard will not be liable for:

• the technical availability or any aspect of such Third-Party Products accessed by Organizer via the Swapcard Solutions; or
• any transactions conducted between Organizer and any third party that was not invoiced directly by Swapcard.

Organizer is integrating or adding Third-Party Products to the Swapcard Solutions at its own risk and under its sole responsibility. Organizer must indemnify, defend and hold harmless Swapcard, its Affiliates, and their respective officers, directors, members, employees, agents, independent contractors (“Swapcard Indemnitees”) from and against any claims, actions, liabilities, and costs (including reasonable attorneys’ fees) arising out of or relating to the integration of Third-Party Products into the Swapcard Solutions.

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Integration with Third-Party Products is enabled by Swapcard on the Swapcard Solutions as a courtesy and based on the then-current Third-Party Products services and integration method. Swapcard reserves the right to invoice Organizer for any integration of Third-Party Product with the Swapcard Solutions. Swapcard will make reasonable efforts to continue such enablement but makes no representation or guarantee that such integration will be maintained throughout the Term.

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V. Representations, Warranties, and Indemnifications

A. Organizer’s Obligations

1. Representations and Warranties

At all times during the Term of this Agreement, Organizer represents, warrants and covenants that:

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2. Indemnification

Organizer must indemnify, defend and hold harmless Swapcard Indemnitees from and against any third-party claims, actions, liabilities, and costs (including reasonable attorneys’ fees) arising from or relating to a breach of any representation and warranty hereunder, including, but not limited to, claims that the Organizer Content and/or Organizer Product infringes third-party Intellectual Property Rights, that Organizer failed to process Personal Data in accordance with Applicable Law, or that arise from the illegality, inaccuracy, incompleteness, or inconsistency of the information, documentation, assistance, Organizer Content, Organizer Product or other resources provided by Organizer to Swapcard and/or Members during the Term.

The Parties agree that Organizer is solely responsible toward its Members for organization of the Event and/or Community and for any products and/or services provided by Organizer to Members, including Organizer Product, through the Swapcard Solutions. Organizer must defend, indemnify and hold harmless Swapcard Indemnitees from and against any claims, actions, liabilities, and costs (including reasonable attorneys’ fees) from Members and third parties arising out of or relating to organization of the Event and/or Community and/or products and/or services provided by Organizer to Members, including Organizer Product, through the Swapcard Solutions, including, but not limited to, disputes related to the provision of Swapcard Solutions to Organizer or Members.

B. Swapcard’s Obligations

1. Representations and Warranties

Swapcard represents and warrants to Organizer that:

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2. Indemnification Obligation

Swapcard will defend, indemnify and hold harmless Organizer from and against any third-party claims, actions, liabilities, and costs (including reasonable attorneys’ fees) arising from a breach of the representations and warranties under Section V.B.1 above.

3. Disclaimer

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, FOR THE FREE PLAN AND BETA SERVICES, SWAPCARD EXPRESSLY EXCLUDES AND DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION OBLIGATIONS INCLUDED IN THE PRESENT SECTION.

EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT, THE SWAPCARD SOLUTIONS, AND ALL MATERIALS MADE AVAILABLE BY SWAPCARD WHILE PERFORMING THE AGREEMENT ARE PROVIDED “AS IS” AND ON AN AS AVAILABLE BASIS. SWAPCARD DISCLAIMS ALL IMPLIED WARRANTIES OF ANY KIND, RELATING TO THE SWAPCARD SOLUTIONS, AND ALL MATERIALS MADE AVAILABLE WHILE PERFORMING THE AGREEMENT, INCLUDING: (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR QUIET ENJOYMENT; AND (II) ANY WARRANTY ARISING OUT OF DEALING, USE, OR TRADE. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN THE AGREEMENT, SWAPCARD DOES NOT WARRANT THAT THE SWAPCARD SOLUTIONS, ANY MATERIALS PROVIDED WHILE PERFORMING THE AGREEMENT, OR ANY PORTION THEREOF, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. SWAPCARD DOES NOT WARRANT THAT ANY SUCH ISSUES WILL BE CORRECTED.

ORGANIZER UNDERSTANDS AND AGREES THAT ORGANIZER’S USE OF ANY PORTION OF THE SWAPCARD SOLUTIONS IS AT ORGANIZER’S OWN DISCRETION AND RISK, AND THAT SWAPCARD IS NOT RESPONSIBLE FOR ANY DAMAGE TO ORGANIZER’S PROPERTY OR LOSS OF CONTENT OR OTHER DATA PROVIDED BY ORGANIZER.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ORGANIZER FROM THE SWAPCARD SOLUTIONS, OR SWAPCARD AND ITS PERSONNEL, OR ANY MATERIALS MADE AVAILABLE THROUGH THE SWAPCARD SOLUTIONS WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT.

ORGANIZER ACKNOWLEDGES AND AGREES THAT THE SWAPCARD SOLUTIONS ARE AN ADDITIONAL AND ALTERNATIVE MEANS OF PROMOTING EVENTS AND/OR COMMUNITIES AND/OR ORGANIZER CONTENT AND/OR ORGANIZER PRODUCT AND THAT SWAPCARD DOES NOT OFFER ORGANIZER ANY GUARANTEES AS TO THE SUCCESS OF ANY EVENT AND/OR COMMUNITY, THE NUMBER OF MEMBERS WHO REGISTER FOR ANY EVENT AND/OR COMMUNITY, THE USAGE OF ANY SWAPCARD SOLUTIONS BY MEMBERS, OR THE GENERATION OF ANY REVENUE THROUGH THE ORGANIZER PRODUCTS AND/OR THE SWAPCARD SOLUTIONS.

THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

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VI. Exclusion and Limitation of Liability

A. Exclusion

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, SALES, BUSINESS, DATA, GOODWILL, OR ANY OTHER INTANGIBLE LOSS, ARISING OUT OF OR RELATING TO THE AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT, INCLUDING NEGLIGENCE, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE AFFECTED PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

B. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF SWAPCARD TO ORGANIZER FOR ANY AND ALL CLAIMS ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED (I) IN CASE OF THE FREE PLAN, TO ONE HUNDRED DOLLARS ($100) AND (II) IN CASE OF SUBSCRIPTION PLAN, TO THE AMOUNT ORGANIZER HAS PAID TO SWAPCARD FOR ACCESS TO AND USE OF SWAPCARD SOLUTIONS IN THE TWELVE (12) MONTHS PRIOR TO THE CIRCUMSTANCE GIVING RISE TO ANY CLAIM. THIS LIMITATION OF LIABILITY APPLIES IN AGGREGATE TO CLAIMS FROM ORGANIZER AND ITS AFFILIATES, AND WILL NOT BE CUMULATIVE.

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NOTHING IN THIS AGREEMENT LIMITS THE DIRECT LIABILITY OF EITHER PARTY IN CASE OF (1) DEATH OR PERSONAL INJURY CAUSED BY A PARTY’S ACTS OR OMISSIONS; (2) GROSS NEGLIGENCE, FRAUD, FRAUDULENT REPRESENTATIONS, OR INTENTIONAL MISCONDUCT; (3) BREACH OF CONFIDENTIALITY; OR (4) BREACH OF A PARTY’S INDEMNIFICATION OBLIGATIONS.

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VII. Fees and Payments

A. Free Plan

Under the Free Plan, Organizer will not be charged by Swapcard but Organizer may be required to provide its billing information as a condition to receive Swapcard Solutions. As soon as Organizer uses Swapcard Solutions above the Limit allowed under the Free Plan as indicated on Swapcard’s website, Organizer will be enrolled in the next least expensive available Subscription Plan and will be charged the applicable yearly Subscription Fee in full, irrespective of the remaining duration of the then-current Term, in accordance with Section VII.B below. Swapcard will make its best efforts to contact Organizer before enrolling Organizer in a Subscription Plan and charging the applicable Subscription Fee.

B. Subscription Plan

Under the Subscription Plan, Organizer will pay the following: (i) an annual fee, in advance, for the provision of the Swapcard Solutions; (ii) any overage fees for the use by Organizer of Swapcard Solutions above the capacity of each Subscription Form, in arrears; and (iii) any fees associated with additional Swapcard Solutions ordered by Organizer during the Term, upon such order (together the “Subscription Fee”).

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As soon as Organizer uses Swapcard Solutions above the Limit allowed under its Subscription Plan, if applicable, Organizer will be enrolled in the next least expensive available Subscription Plan and the extra yearly Subscription Fee will be immediately invoiced by Swapcard and paid by Organizer in accordance with this section.

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Swapcard will invoice the Subscription Fee to Organizer upon execution of the Subscription Form or on the Effective Date, whichever is sooner. The Subscription Fee is expressed excluding: (a) any applicable sales, value-added, use, or withholding taxes assessable by any local, state, federal, or foreign jurisdiction, levies, duties of any nature, or similar governmental assessments (“Taxes”) and (b) any reasonable cost associated with providing the Swapcard Solutions including but not limited to transportation by air, train, taxi, car mileage, lodging and accommodation, meals, shipping, bank fees, exchange rate commission (“Costs”).

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Any Taxes and/or Costs associated with the provision of the Swapcard Solutions and/or the payment of the Subscription Fee will be exclusively borne by Organizer and Swapcard will have the right to adjust its invoice or issue a supplemental invoice to account for these Taxes and/or Costs, at any time during or after the Term, subject to applicable statute of limitations.

Unless otherwise expressly agreed upon in the Subscription Form, the Subscription Fee, Taxes, and Costs, will be payable within thirty (30) days of invoice date by bank wire to Swapcard’s account or any other payment means specifically authorized by Swapcard in writing.

Any discount provided by Swapcard to Organizer during the Initial Term will not be applied to any Renewal Term.

C. Late Payments and Defaults

In case Organizer fails to make any timely payment or to correct its payment information when requested, the following will apply, without prejudice of the application to any other remedies available under Applicable Law:

• any unpaid Subscription Fees will become immediately due by Organizer;
• access to Swapcard Solutions will be immediately suspended until all amounts owed have been paid in full; and
• Swapcard will invoice monthly late payment interest at the highest rate available between one point five percent (1.5%) and the maximum rate allowed under Applicable Law.

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VIII. Confidentiality

During the Term and for three (3) years thereafter, the Receiving Party will: (i) keep Confidential Information of the Disclosing Party strictly secret and treat it with the same degree of care and protection given to its own confidential information; (ii) not disclose Confidential Information, directly or indirectly, to any third party or person other than its Personnel on a need-to-know basis, and only if its Personnel is bound by the same confidentiality obligation toward the Confidential Information; (iii) not use Confidential Information, in whole or in part, for any purpose other than performing the Agreement without the prior written consent of the Disclosing Party; and (iv) not copy, reproduce, or duplicate Confidential Information, in whole or in part, where such copies, reproductions, or duplications were not expressly authorized by the Disclosing Party in writing.

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Confidential Information does not include any information that: (a) was publicly known and made generally available to the public prior to the time the Disclosing Party disclosed the information to the Receiving Party; (b) became publicly known and made generally available to the public after disclosure by the Disclosing Party to the Receiving Party through no wrongful action or inaction of the Receiving Party or third parties who were bound by confidentiality obligations; or (c) was in the Receiving Party’s possession, without confidentiality restrictions, at the time of disclosure by the Disclosing Party, as shown by the Receiving Party’s files and records.

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A Party may disclose Confidential Information to the extent it is required to be disclosed by Applicable Law, provided that the Receiving Party gives the Disclosing Party prompt written notice of the required disclosure and cooperates with the Disclosing Party’s attempt to limit the disclosure.

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Each Party agrees that if any Confidential Information is disclosed, used, or threatened to be disclosed or used in breach of the Agreement, the Disclosing Party will have the right to ask for equitable relief including, but not limited to, specific performance and injunction in addition to any other remedies available under Applicable Law.

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IX. Term and Termination

A. Term

The Agreement is formed, and binding on the Parties, on the date of Organizer’s first use of the Swapcard Solutions or on the date of execution of a Subscription Form, whichever occurs first. The Initial Term begins on the Effective Date and lasts one (1) year or such longer period as indicated in the Subscription Form (the “Initial Term”). The Initial Term may not be shorter than one (1) year, regardless of the type of Plan. Upon expiry of the Initial Term and of each Renewal Term, the Agreement automatically renews for a subsequent period identical to the preceding Term (each a “Renewal Term”), unless terminated in accordance with these T&Cs (the Initial Term and the Renewal Terms together being herein referred to as the “Term”). Notwithstanding the foregoing, the Free Plan may be terminated by either Party at any time. Any signature of supplemental Subscription Forms during the Term or upgrade of Plan will not extend or alter the Term. Every Swapcard Solution ordered during the Initial Term will be automatically reordered for a Renewal Term unless stated otherwise in Appendix B or in the Subscription Form and the applicable Subscription Fee of the last contractual year will be automatically increased by a minimum of five percent (5%) at the beginning of the Renewal Term. In the event that the price increase for a Renewal Term is more than five percent (5%), Swapcard will reasonably inform Organizer in writing before such an increase is implemented. If Organizer wishes to discontinue the provision of Swapcard Solutions after the end of the Initial Term or any Renewal Term, Organizer must notify Swapcard in writing of its intention to terminate the Agreement at least ninety (90) days before the last day of the then-current Term.

B. Termination

1. Termination for Cause

Except where the Agreement expressly provides for immediate termination, either Party may terminate this Agreement due to a breach of the other Party’s material obligations that was not cured by the breaching Party within thirty (30) days of receipt of a written warning notice. In the event of termination due to a material breach by Organizer, Organizer will (i) refund Swapcard any applicable rebates or discounts received, in proportion to the Swapcard Solutions used during the Term, and (ii) immediately pay the Subscription Fee in full, including any unpaid Subscription Fees at the time of termination. In the event of termination due to a material breach by Swapcard, Organizer will pay any unpaid Subscription Fees to Swapcard for Swapcard Solutions already delivered or performed prior to the material breach.

2. Termination for Violation of Applicable Law

Swapcard may terminate this Agreement immediately if it becomes aware of or reasonably suspects that Organizer or its Members have violated any Applicable Law. Swapcard may instead elect, at its sole discretion, to: (i) temporarily or permanently, and without delay, suspend Organizer’s access to the Swapcard Solutions; (ii) remove from Organizer Area or from any other part of the Swapcard Solutions any Organizer Content, fully or partially, linked to a breach or violation of Applicable Law; (iii) instigate any legal proceedings; and/or (iv) notify the relevant authorities where applicable and provide them with all information related to illegal or illicit activities and/or Organizer Content. Swapcard will act in good faith and use reasonable efforts to notify Organizer, via any reasonable means, before initiating the suspension or restriction of any aspect of the Swapcard Solutions. Organizer will be responsible for full payment of the Subscription Fees even if access to the Swapcard Solutions is suspended or terminated in accordance with this section.

3. Termination for Bankruptcy

To the extent permitted by Applicable Law, either Party may terminate this Agreement if the other Party becomes the subject of a petition in bankruptcy or other proceedings, petition, notice, resolution, or order relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

4. Termination for Change of Ownership or Control

Swapcard may terminate the Agreement upon written notice to the Organizer of at least thirty (30) days if Organizer undergoes a change of ownership, full or substantial, or effective control, directly or indirectly. This includes any change in ownership or control in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the Organizer’s assets.

C. Consequence of Termination

In case of termination of a Subscription Plan other than for Organizer’s material breach or violation of Applicable Law, Organizer will be automatically enrolled in a Free Plan and will be able to continue using the Swapcard Solutions within the limited features of the Free Plan. In case of termination of a Free Plan or upon Organizer’s written request following the termination of a Subscription Plan and each Party’s completion of all obligations under the Agreement, including, but not limited to, full satisfaction of all payment owed, Swapcard will make available to Organizer a downloadable file of its Organizer Content within ninety (90) days following termination. After such ninety (90) day period, Swapcard will have no obligation to maintain or provide any Organizer Content. Notwithstanding the foregoing, Swapcard may retain archival copies of Organizer Content on backup media for the duration of the statute of limitation under Applicable Law following expiration or termination of the Agreement.

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X. Privacy

During the Term, the Parties agree that any processing of Personal Data will be subject to, and each Party will comply with, the Data Processing Addendum applicable to the Plan and available at https://www.swapcard.com/legal. Such Data Processing Addendum can be modified from time to time by Swapcard at its sole discretion and is incorporated into these T&Cs as Appendix C. Organizer acknowledges and agrees that every Member must accept Swapcard’s Privacy Policy available at https://www.swapcard.com/legal before using the Swapcard Solutions.

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XI. Miscellaneous

A. Force Majeure

Neither Party will be liable or responsible to the other Party or be deemed to have defaulted or breached the Agreement in case of a failure or delay in performance caused by or resulting from events beyond the reasonable control of the non-performing Party (“Force Majeure Event”). A Force Majeure Event may, if designated as such by the relevant jurisdiction, include fires, floods, earthquakes, embargoes, shortages, power outage, war, acts of war (whether declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts, other labor disturbances, or omissions or delay in acting by any governmental authority, to the exclusion of payment obligations. For the avoidance of doubt, COVID-19 or any similar pandemic, unless otherwise determined by a competent court, is not considered a Force Majeure Event.

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The non-performing Party must notify the other Party in writing of such Force Majeure Event within seven (7) days of such occurrence, stating the nature of the event, its anticipated duration, and any action being taken to avoid or minimize its effect. The non-performing Party must use commercially reasonable efforts to remedy its inability to perform. In the event that a Party experiences a Force Majeure Event that lasts for more than thirty (30) days, the other Party may terminate this Agreement upon written notice to the non-performing Party, without liability to either Party.

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Organizer must pay any prorated Subscription Fees for the period of the Term preceding the Force Majeure Event and Swapcard must reimburse any prorated prepaid Subscription Fees for the period of the Term following the Force Majeure Event.

B. Cancellation

Except as provided in Section XI.A (Force Majeure), any subscription to Swapcard Solutions is non-cancelable and non-refundable, including during any period between the execution of the Subscription Form and the Effective Date, and all Subscription Fees due for the provision of Swapcard Solutions are due by Organizer even in the case of an onsite Event cancellation.

Notwithstanding the foregoing, Organizer may be refunded for Professional Services if the following conditions are cumulatively met: (i) Swapcard has not performed the Professional Services at the time of receipt of the written cancellation notice and (ii) Organizer informs Swapcard of the Professional Services cancellation at least sixty (60) days before the Event start date.

If the foregoing cancellation conditions are met, Swapcard will reimburse Organizer as follows:

• In the event Organizer informs Swapcard of the Professional Services cancellation at least one hundred and twenty (120) days before the Event start date, Swapcard will reimburse the entirety of the Subscription Fees for the Professional Services that were not yet performed by Swapcard at the date of the written notice receipt.
• In the event Organizer informs Swapcard of the Professional Services cancellation between one hundred and nineteen (119) days and sixty (60) days before the Event start date, Swapcard will reimburse fifty percent (50%) of the Subscription Fees for the Professional Services that were not yet performed by Swapcard at the date of the written notice receipt.

For the avoidance of doubt, in the event Organizer informs Swapcard of the Professional Services cancellation on or after the fifty-ninth (59th) day before the Event start date, Swapcard will not reimburse any Subscription Fees and the entirety of the Subscription Fees for the Professional Services is due.

C. Independent Contractors

The relationship between the Parties established by this Agreement is that of independent contractors and nothing contained in the Agreement should be construed to give either Party the power to act as an agent or direct or control the day-to-day activities of the other. Any financial and other obligations associated with each Party’s business are the sole responsibility of that Party. Nothing in the Agreement will create a joint venture, joint enterprise, partnership, or any relationship other than that of independent contractors, which is the only relationship intended by the Parties.

D. Notice

Any notice required or permitted under the Agreement or required by Applicable Law must be in writing and delivered by electronic mail to legal@swapcard.com and the email addresses listed on the applicable Subscription Form or Organizer Account, with “LEGAL NOTICE” in the subject line of the email. Either Party may change its contact person or email address by means of written notice to the other Party given in accordance with this section. The email notice to Swapcard will be effective as of the day sent if it was sent before 5pm CET or as of the next Business Day in France if it was sent after 5pm CET.

E. Publicity

By entering into this Agreement, Organizer agrees that:

1. Swapcard may use Organizer’s name, logo, and branding in press releases, product brochures, marketing material, and financial reports indicating Organizer is Swapcard’s client, provided that Swapcard uses Organizer’s distinctive signs in accordance with Organizer’s available intellectual property guidelines, as provided by Organizer and strictly for the purposes listed in this section;
2. Organizer will participate, at Swapcard’s request and not more than once per calendar year, in a case study that may be published by Swapcard on any marketing material; and
3. Swapcard’s Personnel will attend, where applicable and at no cost to Swapcard, at least one (1) onsite Event of Organizer per calendar year to enable the improvement of the Swapcard Solutions.

F. Governing Law and Jurisdiction

The Agreement is governed by the laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations, court orders, and any other instruments having force of law in the jurisdiction designated by Row B of the table below, without reference to its conflict of laws principles, and as may be issued and enforced from time to time (“Applicable Law”). The U.N. Convention on Contracts for the International Sale of Goods (1980) is not applicable to this Agreement. Notwithstanding anything to the contrary in the Agreement, the Parties agree to abide by Data Protection Law.

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Any dispute between the Parties arising out of or related to the Agreement will be subject to the exclusive venue of the courts (state and federal, as applicable) provided in Row C of the table below.

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G. Interpretation

The Agreement contains the entire agreement between the Parties with respect to its subject matter, supersedes all prior agreements on the same subject matter, and will govern all disclosures and exchanges of Confidential Information made by the Parties prior to and following the Effective Date. The Agreement may not be modified except in writing and signed by Swapcard and Organizer. Any terms established prior to the Agreement or included at any time in Organizer’s standard terms, Organizer’s purchase order, Organizer’s Terms applicable to Members and made available through the Platform, or other business processing document will have no force or effect and will not be applicable to the Agreement. The language of the Agreement is English and only the English-language version may be used to represent the Agreement’s terms.

H. Severability

If any provision, or portion thereof, of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such determination will not impair or affect the validity, legality, or enforceability of the remaining provisions of this Agreement, and each provision, or portion thereof, is hereby declared to be separate, severable, and distinct.

I. Assignment

Neither Party may assign its rights, duties, or obligations under the Agreement without the other Party’s prior written consent. Notwithstanding the foregoing, Swapcard may assign this Agreement to (i) an Affiliate or a successor, including a successor by way of operation of law or change of control, either through a merger, acquisition, divestiture, sale of assets or equity, or similar transaction; or (ii) in connection with the sale of all of the assets or business to which the Agreement relates.

J. Electronic Signature

The Agreement and any Subscription Form may be executed via electronic signature. A signed copy of the Agreement or any Subscription Form transmitted via email will constitute an originally signed Agreement or Subscription Form, as applicable, and, when together with all other required signed copies of this same Agreement or Subscription Form, as applicable, will constitute one and the same instrument.

K. Amendment

Swapcard may amend these T&Cs from time to time at its sole discretion. Under the Free Plan, the modified T&Cs will supersede prior versions immediately and without notice. Under the Subscription Plan, amendments that do not materially and adversely affect Organizer’s rights and obligations under the Agreement will be effective immediately without prior notice. For amendments that materially and adversely affect Organizer’s rights and obligations under the Subscription Plan, Swapcard undertakes to notify Organizer not less than thirty (30) Business Days before the implementation date of any such amendment. In the event Organizer does not accept the amendment, Organizer must notify Swapcard in writing within fifteen (15) days of Swapcard’s notice and the version of the T&Cs applicable to Organizer before the amendment implementation date will remain applicable. Absent such objection, Organizer’s use of Swapcard Solutions following such notice constitutes valid consent to the amendment.

L. Waiver

Either Party’s failure to enforce any provision of this Agreement does not constitute a waiver of that provision or any provision of the Agreement.

M. Anti-Corruption

Each Party represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any Personnel of the other Party or any third party in connection with the Agreement.

N. Economic Sanctions and Export Controls

Organizer will not use and will not permit any other party to use the Swapcard Solutions or participate in an Event and/or Community on the Swapcard Solutions in violation of this Agreement, or in a manner that violates, or could cause Swapcard to violate, economic sanctions or export controls laws or regulations of the European Union, the United Kingdom, the United States, or any other jurisdiction. Organizer is solely responsible for compliance with all such export control laws and regulations. Organizer represents and warrants that it is not organized or an Affiliate of an entity under the laws of, ordinarily resident in, or located in, a country or territory that is the target of economic sanctions administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury, the Council of the European Union, the Swiss State Secretariat for Economic Affairs (SECO), or the United Nations Security Council. Organizer will not access or use the Swapcard Solutions or participate in an Event and/or Community via the Swapcard Solutions in such countries or territories and will ensure none of its Members will access or use the Swapcard Solutions or participate in an Event and/or Community via the Swapcard Solutions in such countries or territories. Organizer represents that neither it nor any of its Affiliates is, individually or in the aggregate, ultimately owned by individuals or organizations identified in the U.S. Department of the Treasury’s Specially Designated Nationals (SDN) and Blocked Persons List or Foreign Sanctions Evaders List of OFAC, or any sanctions list maintained by OFAC, the U.S. Department of Commerce, the U.S. Department of State, SECO, the Council of the European Union, or the United Nations Security Council.

O. Order of Precedence

In the event of any conflict or inconsistency among the Agreement and any other contractual documents, and unless otherwise stated, the order of precedence will be:

1. The applicable Subscription Form.
2. Appendix C: Data Processing Addendum.
3. Appendix A: Definitions.
4. These T&Cs.
5. Appendix B: Swapcard Solutions List.