Appendix A - Definitions
The following definitions apply to the Agreement. Any reference to the singular version also includes a reference to the plural and vice versa.
- Acknowledgment: the answer Swapcard sends to confirm reception of a Query or Bug report to Organizer or Members.
- Affiliate: any entity, individual, firm, or corporation that directly or indirectly controls, or is controlled by, one of the Parties, whereby “control” means the power to direct the management and policies of such Affiliate, whether through ownership of a majority of voting securities, contract, or otherwise.
- Agreement: the T&Cs, together with any Subscription Forms, appendices, Data Processing Addendum and any amendment as applicable to Organizer.
- Attendee: any individual registered to attend an Event or attending an Event organized by Organizer, including Exhibitor’s Personnel but excluding Organizer’s Personnel.
- Bug: any malfunction or error in the Platform that prevents it from operating in accordance with its documentation, as categorized by Swapcard at its sole discretion.
- Business Day: depending on the location of the Swapcard Affiliate that executed the Agreement with Organizer:
- Community: an online and virtual forum created by Organizer on the Organizer Area enabling Organizer’s Members to network, share content, meet, interact, purchase products with or from other Members, before, during, and after Organizer’s Events, without time limitations during the Term, and attend Organizer’s Events.
- Confidential Information: any non-public information, written or oral, that relates to the past, actual, or anticipated commercial, financial, legal, or technical business disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”). This includes any proprietary information, trade secrets, know-how, and information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, such as the business and marketing plans, technology and technical information, product plans and designs, pricing and business processes of the Disclosing Party.
- Data Protection Law: all applicable data protection and privacy legislation in force at the relevant time, including any updates or amendments, which applies to a Party relating to the use of personal data, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and any privacy regulation under Applicable Law.
- Effective Date: for the Free Plan, the date on which Organizer first accesses or uses the Swapcard Solutions or, for the Subscription Plan, the date indicated in the Subscription Form or, absent such indication, the date of execution of the Subscription Form.
- Event: any online, in-person, or hybrid conference, show, or similar gathering organized or facilitated by Organizer in the Organizer Area and/or onsite while using the Swapcard Solutions, for a limited time but no longer than ninety (90) days, either standalone or as part of a Community, for the benefit of Organizer’s Members.
- Exhibitor: any company, business, organization, or legal entity taking part in an Event and/or Community, managing an Exhibitor Booth via the Exhibitor Center, and with the ability for its Personnel to attend Organizer Events and/or be part of Organizer’s Communities on its behalf.
- Exhibitor Booth: physical or virtual area specifically reserved for an Exhibitor at an Event and/or Community.
- Exhibitor Center: portal of the Event Platform allowing Exhibitors to create an Exhibitor Booth at Events and Communities they participate in.
- Intellectual Property Rights: any respective patents, inventions, copyrights, trademarks, logos, service marks, trade names, domain names, trade secrets, know-how, and other intellectual property and proprietary rights under Applicable Law.
- Limit: if applicable under a specific Plan, the maximum number of Attendees and/or Exhibitors which can participate in Events during one contractual year.
- Member: any individual using the Swapcard Solutions, attending an Event, or taking part in a Community, including, but not limited to, Attendees, Exhibitor’s Personnel, Organizer’s Personnel, and any other natural person who is not an Attendee, Exhibitor or Personnel, and is able to access the Swapcard Solutions and/or an Event through a one-time link provided by Organizer without registering an account on the Swapcard Solutions.
- Net Revenue: amounts of money actually received from Exhibitors in consideration of Organizer Product and/or Swapcard Solutions purchased via the Exhibitor Marketplace, less applicable Taxes, payment processing and card fees, refunds, chargebacks, and discounts.
- Organizer: a professional event planner, legal entity, or organization that enters into the Agreement with Swapcard to create, plan, and manage one or more Events and/or Communities on the Swapcard Solutions.
- Organizer Account: the online profile created by Organizer to access the Swapcard Solutions and organize any Event and/or Community.
- Organizer Area: the unique digital space in the Event Platform generated by Organizer to allow its Members to attend its Events and Communities and access Organizer Content.
- Organizer Branding: any and all of Organizer’s trademarks, logos, and other distinctive marks or signs.
- Organizer Content: any information and material that Organizer transmits through the Swapcard Solutions to be displayed before, during and after an Event and/or shared on a Community, including, but not limited to, Organizer Product, text, graphics, photographs, logos, trademarks, contributions, audio-visual content, interactive content, and recordings, but excluding Member’s Personal Data and any Intellectual Property Rights owned by Swapcard and its licensees.
- Organizer Product: product and/or services provided by Organizer to its Members via the Swapcard Solutions or by independent means.
- Organizer Seat: online access to the Studio for one Organizer’s Personnel.
- Party: either Swapcard or Organizer.
- Personal Data: any information defined as personal data, personal information, or a similar term by Data Protection Law, and any other information that identifies, relates to, describes, or is capable of being associated with, directly or indirectly, an individual.
- Personnel: any directors, managers, members, officers, employees, consultants, and agents of the relevant Party or entity.
- Plan: the Free Plan and any paid Subscription Plan, collectively, as described below:
- Free Plan: the contract allowing Organizer to create, plan, and manage Event(s) and/or Communities on the Platform within the limits imposed by Swapcard, at its sole discretion, without paying Subscription Fees or signing a Subscription Form.
- Subscription Plan: the contract allowing Organizer to create, plan, and manage Event(s) and/or Communities on the Platform within the limits specified in the relevant Subscription Form against the payment of the Subscription Fees.
- Platform: the Event Platform and the Launchpad Platform collectively:
- Event Platform: the proprietary software created, owned, operated, and provided by Swapcard, made accessible to Organizer and its Members through the Swapcard Container Platform, the Branded Platform, or White Label Platform, and which allows Organizer to create and host Events and Communities.
- Launchpad Platform: the proprietary software created, owned, operated, and provided by Swapcard, made accessible to Organizer and its Members and which allows Organizer to enhance Events through Registration services and Exhibitor and sessions management.
- Products: the Event Platform, features, and any New Version, including, but not limited to, the Swapcard Container Platform, Branded Platform, White Label Platform, Launchpad Platform, add-ons, Volume and any other features and software provided by Swapcard to Organizer, and excluding any Professional Services.
- Professional Services: work performed by Swapcard Personnel to provide assistance and support to Organizer and/or Members.
- Query: any question from Members or Organizer in relation to use of the Platform, which is not categorized as Bug by Swapcard in its sole discretion.
- Registration: the enrollment of an individual to an Event or Community through the Swapcard Solutions, whether free of charge or against payment.
- Subscription Form: the quote detailing the conditions of the Subscription Plan for the provision of the Swapcard Solutions, including, but not limited to, the Subscription Fees generated by Swapcard, which is incorporated into the Agreement and executed by Organizer.
- Swapcard: the specific Swapcard entity that executed the Agreement with Organizer, as provided in the table below:
- Swapcard Branding: any and all of Swapcard’s trademarks, logos, and other distinctive marks or signs.
- Swapcard Container Platform: version of the Event Platform that includes Swapcard’s subdomains and any associated applications, services, products, information, networks, components, documentation, and application program interface (“API”) accessible via Swapcard’s website, which is marked with Swapcard Branding.
- Swapcard Solutions: the Products and Professional Services collectively provided by Swapcard, as updated from time to time.
- Third-Party Products: any products, applications, services, software, networks, systems, directories, websites, databases, and information originating from a source other than Swapcard, which the Swapcard Solutions link to, or which Organizer connects to, or enables integration with, in connection with Organizer’s use of the Swapcard Solutions.
- Volume: a defined maximum number of accesses to the Event Platform or the Launchpad Platform by Attendees, Exhibitors and/or other Members, made available by Swapcard to Organizer.
- Working Hours: from 9am to 6pm on a Business Day, including one (1) hour of lunch break, local time of the relevant Swapcard Affiliate that executed the Agreement.
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