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Customer Profiles - Terms of Use

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LAST UPDATED: 10 October 2023 

1.          SCOPE OF THE TERMS; PARTIES

1.1.      These Terms of use and the Users Profile Terms of use (together the “Terms”) apply to the Agreement on the provision of the run.events Software Service by run.events GmbH’s (“Supplier”) to its customer (“Customer”). The Terms form an integral part of the Agreement. The Supplier and the Customer are also hereinafter referred to each as a “Party” and together as the “Parties”.

1.2.      Before accessing the Platform and/or any of the Customer Profile Services the Customer is obliged to read the Terms carefully, as well as run.events’ Privacy Policy, available at this location.

1.3.      The Customer agrees with the Terms and enters into a binding contract (the “Agreement”) with the Supplier when the Customer subscribes to a Customer Profile Service.

1.4.      If the Customer does not agree to any portion of the Terms, the Customer is advised not to use or access the Platform and the Software Service. If the User uses the Platform and the Software Service on behalf of a legal entity, the User agrees to these Terms on behalf of that entity and its affiliates and the User represent that he/she has the authority to do so.

2.     DEFINITIONS

2.1.      Agreement” means an agreement in which the Parties agree on the provision of the run.events Software Service to the Customer on the basis of the Terms.

2.2.      Customer” means any organisation who uses the run.events Software Service for its commercial purposes and is administered via a User or group of Users with an access to the Customer Profile features.  

2.3.      Customer Data” means any data or other content entered by or on behalf of the Customer into the run.events Software Service, through integrations with the Platform or otherwise.

2.4.      Confidential Information” means information of the other Party that is marked as confidential or that should be reasonably understood to be confidential.

2.5.      Customer Profile” means subscriber features to a User account to organize and manage Events and receive Event Services. Customer Profile features can be used for a fee unless exempt based on Section 10.

2.6.      Documentation” means usage manuals and other documentation related to the run.events Software Service in written or electronic form that are supplied by the Supplier to the Customer, are stored on the Supplier’s webpage for the purpose of use of the Supplier’s customers e.g. tutorials, blogs, explanatory videos, knowledge base, FAQ.

2.7.      Event” means an identifiable collection of activities following a schedule or plan managed by Organizer on the Platform with defined registration processes, start and finish dates or times.

2.8.      “Event Services” mean an event and related services organised and/or provided by Organizers and third party Service Providers via the Platform.

2.9.      “Intellectual Property Rights” means patents, inventions, trademarks, domain names, rights in know-how, trade secrets, copyrights, database rights, rights related to copyrights and any other intellectual and industrial property rights, whether registered or not, and including without limitation the right to amend and further develop the objects of those rights and the right to assign the rights to third parties. 

2.10.   run.events Software Service” means a software as a service delivered via data networks enabling the Customer to use such designed end user features of the Platform provided to the Customer according to the Agreement. 

2.11.   Platform” means the software and software applications used by the Supplier to provide the run.events Software Service, including the modifications and Upgrades of the Platform.

2.12.   Statistical Information” means the Customer Data, as such or as processed and/or combined with other data, but in a form that no individual person or Customer is identified.

2.13.   Support Service” means the Supplier’s assistance services investigating and/or correcting errors, as defined in Clause 7 of the Terms.

2.14.   Third Party Supplier” means a third party from whom the Customer is acquiring data, content, technology or services (those data, content, technology and/or services are referred to as “Third Party Data”) or whose applications are provided to the Customer by the Supplier through the Supplier’s Appstore or otherwise or whose applications the Customer is otherwise using in connection with using the run.events Software Service (each referred to as “Third Party Application”). The contract with the Third Party Supplier may be entered into by the Supplier and/or the Customer. The Supplier, however, decides at its own discretion with whom it enters into contracts, and the Supplier is not obliged to enter into contracts with any Third Party Supplier. In addition, the Supplier’s Appstore or other contractual terms apply to the Supplier’s Appstore and to the purchases of licenses made through the Appstore. “Upgrade” means any minor or major release of the Platform. "User" means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the run.events Software Service solely on behalf of and for the benefit of the Customer.

2.15.   "User" means a person who visits, views, browses, accesses or otherwise uses and interacts with the Platform.

3.          DESCRIPTION OF PLATFORM AND SOFTWARE SERVICE

3.1.      The run.events Platform is an end-to-end enterprise event management tool delivered as software as a service (SaaS) application. The Platform enables event organizers to automate and support their entire event management businesses. The Platform includes features to organize events, such as ticketing, attendee management, sponsor management, speaker and content management, as well as management of multiple evets globally. The Platform is delivered as a combination of a SaaS Cloud web app and an iOS and Android mobile app.

3.2.      The run.events Software Service may be modified by the Supplier at any time, and it includes also the designed end user features of the Platform’s modifications and upgrades, which the Supplier takes into run.events Software Service’s production use during the term of the Agreement.

3.3.      The run.events Platform Documentation is accessible on the Supplier’s webpage. The Customer has also the right to request for the Suppliers assistance via email.

4.          CERTAIN TERMS

4.1.      Each Party shall contribute to the provision of the run.events Software Service with respect to factors under the command or control of the Party.

4.2.      The Customer is liable for its compliance with the laws and regulations applicable to its operations, including but not limited to its compliance with the Laws and the Customer’s regulatory reporting obligations. It is the Customer’s duty to assess the features of the run.events Software Service, as amended from time to time, and to determine if the run.events Software Service is suitable for the Customer’s requirements.

4.3.      The Supplier shall not have any liability (i) for any kind of payments or settlements managed or handled through the run.events Software Service, (ii) if the said payments or settlements cannot be managed or handled through the run.events Software Service for any reason or (iii) for the results of the payments or settlements. If the run.events Software Service malfunctions, the Supplier is however liable to provide the Support Service as outlined in Section 7.

4.4.      Subject to the Customer’s payment of the recurring prices payable for the right to use the run.events Software Service, the Customer is granted a non-exclusive, non-transferable and non-sublicensable right to use the run.events Software Service, during the term of the Agreement in the Customer’s internal use by the Users in accordance with the Documentation. The Customer is liable for all Users’ and said third parties’ and their users’ compliance with the Terms. Without limiting the generality of any disclaimer or limitation of liability in the Terms, the Supplier shall not have any liability towards the Customer’s group companies or other third parties.

4.5.      The Customer may use the Documentation to support the granted use of the run.events Software Service, as long as the Customer’s right to use the run.events Software Service is in force.

4.6.      The Customer may appoint Users to act on his behalf to operate his activities while using run.events Software Service. The Users shall maintain their usernames and passwords diligently and the usernames and passwords may not be disclosed to third parties. The Customer is responsible for the actions performed by Users while using the run.events Software Service on the Customer’s account.

4.7.      The Customer may not repair or otherwise modify the Documentation, or, even if these actions would be technically possible, the run.events Software Service or the Platform. Even if these actions would be technically possible, the Customer may not disassemble, decompile or reverse engineer or otherwise attempt to derive the source code of the Platform.

4.8.      The Customer agrees not to remove or conceal any copyright, trademark and other proprietary notices or other form of identification affixed to the run.events Software Service or the Documentation.

5.          CUSTOMER DATA

5.1.      The Customer warrants that the Supplier and its subcontractors are entitled to store and otherwise process the Customer Data lawfully for the purposes of the Agreement. To the extent the Customer Data includes Personal Data defined in the Data Processing Schedule of the Agreement, Data Processing Schedule applies to the processing.

5.2.      The Customer is fully liable for the Customer Data and its correctness.

5.3.      During and after the term of the Agreement, the Supplier has a permanent, non-revocable, transferable, sublicensable and free of charge right to store and use the Statistical Information for the purpose of the development and marketing of the run.events Software Service, the Professional Services, the Platform and the Supplier’s and its affiliated companies’ other business.

6.          PROVISION OF RUN.EVENTS SOFTWARE SERVICE

6.1.      The Supplier may suspend the provision of or access to the run.events Software Service: (a) if it is necessary for example for the purposes of installation, change or maintenance work, or (b) due to interruption in public networks, security risks, problems in electricity supply, if required by law or an order by an authority, if the Supplier suspects misuse of the run.events Software Service or breach of the Terms or if there is a similar cause demanding corrective actions.

6.2.      If the suspension is due to a service break planned by the Supplier, the Supplier informs, where reasonably possible, the Customer of the suspension in reasonable time in advance, normally being at least 2-3 days in advance.

6.3.      The Supplier may make all notifications to the Customer by push notifications, to the users’ email addresses, phone numbers and other contact addresses, in the user interface of the run.events Software Service and in other means. The Customer warrants that each User is authorized to receive notifications on the Customer’s behalf.

7.          SUPPORT SERVICE

7.1.      The run.events Software Service includes the Support Service as described in this Clause. As part of the Support Service, the Customer may report errors to the Supplier’s email addresses and/or other support channels offered by the Supplier.

7.2.      The Supplier will use commercially reasonable efforts to investigate and/or correct reported errors after the receipt from the Customer of sufficient information regarding the error. The Supplier will perform investigation and correction efforts. The Supplier cannot, however, warrant that each and every error can or will be fixed or that errors can or will be fixed within a certain time period. In case errors that prevent use of the run.events Software Service in material respects are not fixed within a time that is reasonable to the Customer, the Supplier will endeavour to minimize the impact of such error (especially in the case of the critical error) to the Customer by e.g. bypassing the error or providing a workaround solution. The Supplier may prioritize the investigation and correction of different errors taking into account their severity and effect, as estimated by the Supplier.

The Support Service does not cover correction of errors and the Supplier is not liable for errors that are caused by: (a) faulty use; (b) failure to follow the Terms or the Supplier’s usage instructions; (c) a modification or repair performed by anyone else than the Supplier; (d) any system, product or service not provided by the Supplier, any Third Party Suppliers’ systems or services or any Third Party Data or Third Party Applications, or for any changes in the same, or for integrations with the same not developed by the Supplier; or (e) faulty form or content of the Customer Data. If the Support Service does not cover the correction of an error, the Supplier may charge an hourly price of EUR 175 for the investigation and correction of the error. Unless not practical due to the urgency or criticality of the matter, the Supplier should normally try to contact the Customer before carrying out correction activities for which the Customer shall pay separately.

8.           INTELLECTUAL PROPERTY RIGHTS

Title and any and all Intellectual Property Rights in and to the run.events Software Service, the Platform, the Documentation, the Support Service and the results of the Support Service, and any copies, modifications, translations, amendments and derivatives thereof, are and shall belong to the Supplier or its licensors.

9.          THIRD PARTY SUPPLIERS AND THIRD PARTY DATA

9.1.      The Supplier uses Third Party Suppliers to deliver its Software Services. The Customer is prohibited to integrate any Third Party Supplier to the run.events Platform. The Customer’s provision of access to the Third Party Suppliers via User accounts is not deemed as an integration to the Platform in the sense of this section.

9.2.      The Customer can receive or use Third Party Data or Third Party Applications for example in connection with the use of the run.events Software Service. It is especially agreed that the Supplier is not liable for the Third Party Data or the Third Party Applications, or otherwise arising out of or in connection with the Third Party Supplier’s performance or non-performance for any unavailability of the Third Party Data or the Third Party Applications.  If, according to the Third Party Supplier’s contractual terms between the Supplier and the Third Party Supplier (i) the Third Party Supplier (or a third party) may monitor, audit or inspect, either physically or electronically, the Supplier’s provision of services to the Customer, or (ii) the Third Party Supplier (or a third party) may request information from the Supplier regarding the Suppliers’ provision of services to the Customer or the Customer’s use of the Third Party Data or the Third Party Applications, the Supplier is entitled to allow such monitoring, auditing or inspection and provide the requested information to the Third Party Supplier (or a third party). Allowing such monitoring, auditing or inspection or providing such information is not the Supplier’s breach of the Clause “Confidentiality” of these Terms or a breach of any other confidentiality obligation.

9.3.      The Customer understands and accepts that upon termination of the Supplier’s agreement with the Third Party Supplier, the Supplier might be obligated to immediately delete and purge any and all Third Party Data.

9.4.      Notwithstanding anything to the contrary in the Terms, during and after the term of the Agreement, the Customer shall compensate to the Supplier all direct and indirect damages arising out of (i) any and all claims that the Customer or its affiliates make against the Third Party Supplier in connection with the provision of the run.events Software Service by the Supplier and/or its subcontractors; (ii) any and all claims that the Customer or its affiliates make against the Third Party Supplier in connection with the Supplier’s and/or its subcontractors’ access and/or use of the Third Party Data; and (iii) the Supplier’s breach of its agreement with the Third Party Supplier caused or contributed by the Customer and not caused by the Supplier’s gross negligence. No limitations of liability apply to the Customer’s liability in this sub-clause.

10.       FEES AND PAYMENT

10.1.   Fees

10.1.1.   Unless otherwise agreed by the Parties, the Customer will be charged a ticket sale fee of 4% of the Event’s gross ticket price displayed on the ticket order. The aforesaid fee will be gradually decreased by the Supplier with each ticket order, down to a ticket sale fee of minimally 0,5%.

10.1.2.   In case the Customer refunds tickets to the attendees, the Supplier shall refund the ticket sale fee in the corresponding amount to the Customer. The Supplier may reasonably reduce the refundable fee to cover the basic maintenance cost of the Platform. The principles set forth in this clause shall also apply in case the Customer refunds the tickets due to cancellation of the Event.

10.1.3.   The Customers organizing non-profit events may request for waiver of the ticket sale fee from the Supplier. The Supplier shall, at its sole discretion, decide whether to exempt the Customer from the fee. Notwithstanding the foregoing, the Supplier reserves the right to introduce a subscription fee for any future non-profit Events to cover the basic maintenance cost of the Platform. The Supplier shall notify the Customer in advance of the implementation of such fee. The application of the fee shall not affect the agreed exemptions for Events that are already being run on the Platform.

10.2.   Fee avoidance. Any action by the Customer to avoid paying ticket sale fees or part thereof to the Supplier is considered fee avoidance and is strictly prohibited by the Supplier. This includes, for example, encouraging Event attendees to purchase tickets through another channel. In case of breach of this rule, the Customer’s access to the Platform will be instantly terminated.

10.3.   Taxes and Expenses

10.3.1.   Relating to the payments made by the Customer to the Supplier based on the Agreement, value added tax, duties, levies and other taxes and governmental charges are borne by the Customer and added to the prices. This shall not however apply to the income tax payable by the Supplier for its income.

10.3.2.   All payments shall be made without withholding or deduction for or on account of any present or future taxes of whatever nature unless such withholding or deduction is required by law. If withholding or deduction is required by law, the Customer shall pay the Supplier such additional amounts as are necessary in order that the amounts received by the Supplier after such withholding or deduction are equal to the amounts of the payments payable under the Agreement in absence of such withholding or deduction. The Customer shall promptly provide the Supplier with copies of documentation evidencing that it has paid any and all withholding and like taxes in accordance with laws.

10.3.3.   The Customer is responsible for the fees incurred by third party payment providers services (e.g. Stripe transaction costs) including any claims and disputes that may occur from the use of those third party services.

10.4.   Paying your Fee

10.4.1.   Unless otherwise agreed by the Parties, the Supplier will issue monthly invoices for the payable fees. Invoices are sent to the Customer's e-mail address provided by the Customer when signing up to the services. Invoice will be issued within [fifteen] (15) calendar days of the end of the calendar month. If the fee is not automatically deducted from the ticket income, the Customer pays the invoices within [fourteen] (14) calendar days starting from the date of receipt of the invoice.

10.4.2.   An interest at the rate of 9% above the base rate may be charged on any overdue payments.

10.5.   Refunds. Supplier is not the Organizer or owner of the Events listed for sale or registration on the Platform.The Customer who lists Events for sale or for registration must create its refund policy and publish it on the Platform.

11.       CONFIDENTIALITY

11.1.   A Party (i) may not disclose the other Party’s Confidential Information to any third party and (ii) may not use the other Party’s Confidential Information for any purpose other than for fulfilling its obligations and using its rights arising out of the Agreement. The structure and user interfaces of the run.events Software Service and the Platform, and their underlying ideas and the Documentation are always the Supplier’s Confidential Information. The Supplier may disclose the Customer’s Confidential Information to its subcontractors for the fulfilment of the purpose of the Agreement if the subcontractors have committed to a confidentiality provision substantially similar as herein.

11.2.   The Supplier may also disclose the Customer’s Confidential Information and/or provide access to the Customer Data to the supervisory authorities who supervise or have otherwise authority over the Customer’s operations.

11.3.   The foregoing confidentiality and non-use obligations shall not apply to information: (i) which at the time of the disclosure is or later becomes generally available or otherwise public through no fault of the receiving Party; (ii) which was in the possession or knowledge of the receiving Party prior to receipt of the same from the other Party; (iii) which the receiving Party receives from a third party who, in the knowledge of the receiving Party, did not violate a confidentiality obligation when making the disclosure; (iv) which the receiving Party has independently developed without using the other Party’s Confidential Information; (v) which must be disclosed based on law or an order by an authority or court; or (vi) which has to be disclosed under binding regulations or by the Supplier based on the terms of the Agreement to the Client’s auditors and external auditors for whose compliance the Customer is liable. For avoidance of doubt, breaches of obligations relating to security are not considered as breaches of confidentiality obligations, as breaches of obligations relating to security are assessed according to provisions concerning security obligations. The Supplier shall have the right to utilize the general expertise, technical knowledge and skills that its and its subcontractors’ personnel have learnt in conjunction with the Agreement. The Supplier has also a permanent, non-revocable, transferable, sublicensable and free of charge right to store and use for any and all purposes the suggestions, feedback and ideas given by the Customer regarding the Documentation, the run.events Software Service, the Platform or the Supplier’s or its affiliated companies’ other business.

12.       LIABILITY

12.1.   Except as otherwise expressly set out in the Terms, a Party shall have no liability for any: (i) indirect damages such as loss of profit, revenue or savings, or for damages payable to third parties, or (ii) loss or alteration of data or for any damages incurred as a result thereof, or for cover purchase.

12.2.   The Supplier is not liable in case of neglects in event organisation by the Customer - e.g. the Supplier cannot be held liable that the mobile app or the Platform does not work during the Event, if the Customer has not taken care of providing a stable internet connection at the event's location, etc.

12.3.   No action, regardless of form, may be brought by a Party against the other Party more than six (6) months after the cause of action has arisen.

12.4.   The limitations of liability shall not apply to damages caused by gross negligence or intentional act or to breaches of license terms or terms of use.

13.       TERM AND TERMINATION

13.1.   The Terms are effective from the date the Customer signs up for the run.events Software Service till either Party terminates the contract.

13.2.   Termination by the Customer. The Customer may stop using run.events Software Service and the Platform at any time by terminating its account. Termination of the account does not exempt the Customer from payment of the fee if the fee has become chargeable.

13.3.   Termination by the Supplier. The Supplier may terminate or suspend Customer’s access (and any accounts the Supplier determines are related to the Customer’s account) to the run.events Software Service immediately, without prior notice or liability if the Customer breaches the Terms. Upon termination, the Customer’s right to use the run.events Software Service will cease immediately. Generally, the Supplier will notify the Customer that its access to the Services has been terminated or suspended, unless the Customer has repeatedly violated the Terms or the Supplier has legal or regulatory reasons preventing from notifying the Customer.

13.4.   If the Customer or the Supplier terminates the access to the run.events Software Services, the Customer may lose any information associated with the respective account(s) of the Customer.

14.       CODE OF CONDUCT

14.1.   run.events seeks to create a respectful, friendly, and inclusive experience for all Customers and Users of the run.events Platform.

14.2.   As such, run.events does not tolerate harassing or disrespectful behaviour, messages, images, or interactions, in any form.

14.3.   run.events does not tolerate any behaviour that is degrading to any gender, race, sexual orientation or disability, or any behaviour that may be considered harassing or discriminating, or which would violate laws of the European Union, or standards of business conduct. In short, the entire experience must meet culture standards which promote tolerance and respectful behaviour.

 

14.4.   The Supplier will preserve the right to forbid Events from the Platform which do not comply with the Terms (e.g. when the Event promotes discriminating content). Breach of the Terms may result in the suspension or termination of the Customer's access to the Platform.

15.       MISCELLANEOUS

15.1.   Reference Right. Upon other Party’s written (such as email) permission, the other Party is entitled to use the other Party as a reference publicly and in marketing.

15.2.   Assignment and Subcontractors. Either Party may not assign the Agreement to a third party, without the prior written consent of the other Party. However, the Party may assign the Agreement without the consent of the other Party to a transferee, when assigning the ownership of the Party’s business assets or part thereof, or to a Party’s affiliated company, and, for the avoidance of doubt, in merger or demerger. The Supplier may subcontract its duties. The Supplier shall be liable for the work of its subcontractors as for work of its own.

15.3.   Survival. Upon termination of the Agreement, the provisions relating to title and Intellectual Property Rights, confidentiality, limitations of liability and this Clause “Miscellaneous” shall survive. Also, any other provisions which by their nature or wording contemplate effectiveness beyond the termination of the Agreement, shall survive the termination.

15.4.   Severability. If any provision of the Terms is found to be contrary to law, the other provisions of the Terms will remain in force. The invalid provision shall be amended by the Supplier and the Agreement shall be interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law.

15.5.   Force Majeure. A Party shall not be liable for delays, defects or damages caused by factors due to an impediment beyond the Party’s control, which the Party cannot reasonably be deemed to have taken into account at the time of entering into the Agreement, and the consequences of which he could not reasonably have avoided or overcome by e.g. use of alternative resources. Such events of force majeure shall include, without being limited to, natural disasters, breakdown of electricity, breakdown of networks, security attacks, failures in Internet or other public networks or data traffic, strikes and other labour disputes or acts of government if those events are outside of the Party’s reasonable control. A labour dispute shall be considered a force majeure event also when a Party is the target or a party to such an action. The force majeure events suffered by subcontractors are also deemed as force majeure events.

16.       GOVERNING LAW AND DISPUTE SETTLEMENT

16.1.   The Agreement shall be construed in accordance with the laws of Germany, excluding its choice of law provisions and the UN Convention on Contracts for the International Sale of Goods.

16.2.   The courts of the town or region of run.events headquarters have exclusive jurisdiction to settle any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof.