General terms and conditions for Ticketbird.com
Last revised: [2018-10-18]

1.
General
1.1.
These Terms and conditions (“terms”) apply by reference as an integral part of your service agreement on access to the Ticketbird.com provided by Ticketbird AB (“Ticketbird”), Org.nr 556992-3245 with address Mellangränd, 72215 Västerås, e-mail [email protected]etbird.com.

1.2.
The service agreement to provide the service of Ticketbird to [employees/subsidiaries] within the client’s business gives the client the right to use the service in the context of its activities under the specific service contract concluded between The Parties (the “service agreement”), these general terms and conditions and, where applicable, special conditions. The detailed content of the service is stated in the applicable description at any time, which is available through the Ticketbird website https://ticketbird.com/ (“the homepage”).

1.3.
“Client” means the legal entities that have entered into the service contract with Ticketbird.

1.4.
The Service Agreement, these general terms and conditions, the data processor agreement, and the Terms of Use together constitute the parties ‘ full agreement on the Service (hereinafter referred to as “agreement”) and shall supersede any prior agreements. In contradictions between these contracts, the parties’ Service Agreement shall prevail, then these Terms.

1.5.
If you are an employee of the Client or the Clients agent, you hereby warrant that you have the necessary authority to bind the Client to this agreement.

2.
Definitions

2.1.
For the purposes of this Agreement, the following words shall be defined:

User data Information about end users; (i) Use of the service; (ii) accounts; (iii) First and last name; (iv) support requests; (v) Email address; (vi) telephone number; (vii) Client ID; and (viii) client numbers reported to Ticketbird.

Terms and conditions
The terms of use, including personal data policy, that end users must approve to access the service. These should reflect, at any time, the available terms of use on Ticketbirds website.

The agreements are the collective terms of the parties ‘ agreement in the form of service contracts, these general terms and conditions, the available appendices, the terms of use and the applicable personal Data protection agreement. When “agreement” is used in these terms, the parties ‘ agreement is as a whole.

Date of entry
This agreement comes into force on the date of commencement of the subscriber’s subscription to the service. The date of entry when the service agreement comes into force is the same day.

Documentation
Documentation related to the service that Ticketbird at any time conveys to the client in printed or digital form.

Errors & Bugs
All recurring and significant shortcomings for the service to function in accordance with documentation.

Personal data
Any information relating to an identified or identifiable physical person, where an identifiable physical person is a person who can be identified, directly or indirectly, in particular by reference to an identifier, such as a name, an identification number, a location task or online identifications, or one or more factors specific to the physical person.

Service agreement
The specific agreement that has been reached between the parties about access to the service.

End-user
Physical persons who have entered into a user agreement with the client of the service and whose use of the service is governed by the terms of use and privacy policy.

System administrator
The physical person responsible for managing end-user access to the service, including adding and ending end-user accounts.

The Service
Ticketbirds service, aka Ticketbird. The service includes a client support system with support channels and online case management. For more information see the homepage www.ticketbird.com

3.
Availability

3.1.
The service is provided to the client and its system administrator and end user only in the case of an approved payment of a fee under the service agreement. The site and the service are provided as is without warranty of any kind. There may be situations in which the service will not be available, including, but not limited to, maintenance and circumstances beyond Ticketbird’s control, for which Ticketbird is never responsible.

4.
User Rights
4.1.
The agreement grants Ticketbird a revocable, non-exclusive, non-transferable, limited right to the client to (i) subscribe to the service, (ii) provide access to the service to end users and System administrators, including the ability to log in and use the materials and services available through the service and (iii) distribute the service to detect and log devices.

4.2.
The client shall appoint one or more System administrators. System administrators shall be responsible for managing end users ‘ access to the service, including adding and removing end users ‘ user accounts to the service or designating other system administrator rights. The System administrator should ensure that multiple end users do not share passwords or user names. The client understands and agrees that the client is prohibited from sharing passwords and/or user names with unauthorised end users.

4.3.
A system administrator may only offer access to the service provided that the end user agrees to the applicable terms of use and privacy policy.

4.4.
The use rights described in this section 4 are not transferable, except in the case of a voluntary transfer of virtually all the assets of the client to a consignee, provided that the recipient agrees to be bound by All terms and conditions of this agreement.

4.5.
All rights in and to the service not expressly granted under this Agreement are the property of Ticketbird.

5.
User Restrictions
5.1.
The client may not, either directly, indirectly, alone, or in conjunction with any other party, (i) copy, disassemble, reverse engineer or decompile the service, (ii) modify, create derivative works based on, or translate the service, (iii) license, sell, rent, lease, transfer or assign any rights in the service, or otherwise commercially exploit the service, to any other party. The client agrees not to perform any of the aforementioned acts or to cause or allow any third party to make, or attempt to implement, such acts, except as expressly permitted by this agreement.

5.2.
The client understands and agrees that Ticketbird or Ticketbird’s licensors own all interests and intellectual property rights, both non-profit and financial, relating to the service (including any derivative works or enhancements thereof). And any suggestions, improvement requests, feedback, recommendations or other information provided by the client or any end user in connection with the service.

6.
The Contractor’s commitments

6.1.
The client is responsible for ensuring that end users manage user accounts, user IDs, passwords, and other information used to access the service in a manner that prevents unauthorized access to, or use of, the service.
6.2.
The client may not store or integrate illegal, obscene or otherwise objectionable material or information in the service, or otherwise use the service in violation of the purposes for which the service is provided, or send, transmit, or in The service store viruses, Trojan horses or other harmful code, interfere with or interfere with the provision of the service or data therein, or prepare, or attempt to prepare, access to the service or related systems in ways that conflict with Agreement of the Parties.
6.3.
The client shall ensure that its end-users cooperate with Ticketbird. The client shall indemnify and hold Ticketbird harmless of any costs incurred by Ticketbird due to acts or omissions made by the client or end user to whom the client has accessed the service.
6.4.
The client shall, prior to any installation or configuration of the service in the end user’s network or hardware, verify that the end users understand and agree to any technical requirements for the functionality of the service in accordance with This agreement.

7.
Payment

7.1.
The client is responsible for its use of the service and is obliged to pay fees for the connection to and use thereof. Fees for the service are set out in the service contract.

7.2.
The service fees will take effect after Ticketbird has given the subscriber confirmation of the provision of the service and lasts until the end of the full billing period started. In the event of termination of the billing period, authorized persons at the requestor will be reminded of the renewal of the service and then be offered the opportunity to extend the service with a new period under the service agreement.

7.3.
Debiting of payment is normally made on a monthly basis for the use of the service. The payment can also take place on a quarterly or yearly basis.

7.4.
Payment is made against a separate invoice. Ticketbird reserves the possibility to charge default interest according to the law (SFS 1975:635) in case of late payment.

8.
Information of the Purchaser

8.1.
In order to provide the client and the end user the service, Ticketbird needs to process certain personal data. Ticketbird’s handling of these personal data is governed by Annex 2, the Personal Data protection agreement, and, in relation to the end user, at any time regarding the personal data policy.

8.2.
“Requester’s task” means information about the client, such as the name of the contact person, address, telephone number, routing number and other details of the client.

8.3.
The client’s information may be disclosed to another person if the requester has not requested that the information be protected. The disclosure of data may, for example, be to indicate the client as a reference assignment in public procurement or on Ticketbird’s website. However, the client who accepts that the client’s information is disclosed to others may request that such information should not be disclosed for purposes relating to direct marketing. Ticketbird has the right to disclose the requester’s data in order to comply with the obligation of law or Government decision.

8.4.
The results and history stored in the service are available to end users for three (3) months after the termination of the account, via [email protected]

9.
IT Security

9.1.
Ticketbirds servers are located behind the firewall and load balancers which require VPN access. Ticketbird uses SSL and SSH for access to its servers.

9.2.
Ticketbird uses Cloudflare to increase security in its service. More information about Cloudflares services can be found on their website https://www.cloudflare.com/.

9.3.
The service is set up with Ansible and Dockers, which facilitates the ability to execute new commands. For more information on these services, please visit the corporate websites https://www.ansible.com/and https://www.docker.com/

9.4.
Ticketbirds databases are not directly accessible via the Web, and can only be accessed from the internal Web server.

9.5.
Ticketbird performs backups to a local backup server continuously and performs once per day a transfer of material via an SSL/encrypted link to a backup server in a different location.

9.6.
Ticketbird delivers the service through the ISO27001-certified company ServeTheWorld AS.

10.
Personal data and data security

10.1.
In view of the collection and processing of personal data by the service, Ticketbird is a processor and the client is responsible for the data control.

10.2.
With respect to the collection and processing of personal data in relation to user accounts and support requests, Ticketbird is the controller.

10.3.
For the situations where Ticketbird is a personal data processor, Ticketbird shall, in respect of its processing of personal data, act only in accordance with the written instructions of the client and not disclose any personal data other than to his staff or consultants on a need-to-know basis.

10.4.
Ticketbird may use third parties as subcontractors for the storage, maintenance and processing of personal data. These sub-suppliers may be located within or outside the EU/EEA.

10.5.
Ticketbird shall implement appropriate technical and organisational security measures to protect personal data against accidental or unlawful destruction, or temporary loss, alteration, unauthorized disclosure or unauthorized Access to personal data. In order to achieve this purpose, Ticketbird and the client have entered into a data processor agreement, which the client may share with external parties or end users upon request.

10.6.
Ticketbird offers a special processor assistance agreement for its clients on request which, at the parties ‘ signature, becomes part of the parties ‘ agreements.

11. DATA

11.1.
End users own all rights, whether moral or financial, to user generated data. End users will, through the agreement, grant to Ticketbird a non-exclusive, non-transferable (except as set out in section 22.3 below) non-sublicensable the right to use, copy, transfer, modify and display user data for the purpose of the client Use of the service and to develop and improve the service.

11.2.
Ticketbird shall not use user data except to improve the service and as necessary to comply with its obligations under this Agreement.

11.3.
Ticketbird owns all rights, non-profit as well as financial, to user data in aggregate, anonymised form (where user data is no longer personal data).

12.
Maintenance, SUPPORT and service levels

12.1.
Ticketbird shall use commercially reasonable efforts to provide the service to the client.

12.2.
Ticketbird may launch new features or functionality for the service that may be associated with new commercial terms.

12.3.
Ticketbird shall assist the client with general support in accordance with the applicable support policy at any time and offer extended support for a special remuneration as agreed. See https://ticketbird.com/pricing/ for more information.

12.4.
Ticketbird shall use commercially reasonable efforts to correct and handle errors or to provide a reasonable, alternative solution as soon as possible during normal working hours. The client shall provide such access, information and support as Ticketbird may reasonably need in the process of correcting and handling errors. This section constitutes the client’s sole right to remedy errors under this agreement.

12.5.
Exclusions from support.
Ticketbird is not obligated to correct errors or to provide support to the extent that an error or support needs arise as a result of, as part or whole,
(i) the negligent or intentional conduct of the client or the failure to act, including Authorized alteration or modification of the service or its technical environment;
(ii) Inability of any of the client’s, or third party’s, equipment, software, facilities, digital applications or Internet connection, or any other reason or ancillary features beyond the Ticketbird firewall;
(iii) the client’s use of the service outside of what is communicated by documentation from Ticketbird;
(iv) an event which falls under the rule of force majeure.

12.6.
Ticketbird has the right to invoice the requester for handling of support requests that are outside of what is described in section 12.3 in accordance with the price list for handling this type of case listed on Ticketbird’s website https://ticketbird.com/Pricing/, provided that the order of these support cases is duly approved in writing (including by email) of the subscriber.

12.7.
Limitation of liability.
The measures defined by this Agreement are the compensation that the client may receive for all errors that arise in the service.

12.8.
Ticketbird shall take such measures as Ticketbird deems appropriate to maintain the security of the service. Such measures shall not be less than that which may be considered reasonable for a supplier of equivalent size as Ticketbird, given the type of service and the information typically handled by the service.

12.9.
Support window.
Ticketbird will, at certain times and for a limited period of time, perform maintenance of the service during which the service, including the servers and the corresponding technical equipment will not be available to the client or end user (” Support Window “).

13.
Intellectual property Rights

13.1.
The service is protected by intellectual property rights, such as, but not limited to, patent rights, copyright, trademark law, design Rights and database rights (Sui generis). All intellectual property rights arising from the service (“Intellectual property rights”) are and remain the property of Ticketbird or its licensors.

13.2.
The client understands and accepts that the rights of the client or access to intellectual property rights are limited to the rights expressly provided for in this agreement and does not include any additional or implied licenses or Rights.

13.3.
The client shall immediately pay attention to the Ticketbird of any or all violations of, or infringements of, intellectual property rights that come to the client’s knowledge.

14.
Privacy

14.1.
The Parties shall, during the term of the agreement and for Five (5) subsequent years, process any information related to the other’s past, present or future development, commercial activities, processes, inventions, the client or suppliers and which is typically of a confidential nature as confidential, regardless of whether this information is communicated in writing, orally or through any other medium or format. Confidential information may only be used by the receiving party for the proper performance of his or her commitment or rights under the contract. To avoid doubt, all intellectual property rights are confidential information.

14.2.
The foregoing paragraph shall not apply to any information that (i) is or becomes generally available through conduct that does not constitute a breach of this agreement, (ii) information that was in the possession of the receiving party even before the information was sent From counterparty, (iii) information received from a third party that was entitled to disclose this information or (iv) such disclosure of information as required by mandatory law.

15.
Service Level Commitment

15.1.
Ticketbird will use commercially reasonable efforts to keep the service available except for support Windows.

15.2.
Ticketbird does not guarantee the network availability between the client and the end user or Ticketbird servers for the storage and operation of the service, as such availability involves the majority of third party services and Third party functions that is outside Ticketbird’s control.

16. Warranties

16.1.
The service is provided “as is” and as available, without any express or implied warranties of any kind.

16.2.
Ticketbird makes no statements and disclaims all warranties, including, but not limited to, warranties of satisfactory quality, fitness for a particular purpose, service levels, uptime, results from using the service, that the service does not infringe any third party’s intellectual property rights or that the service is free from malicious software or equivalent harmful components.

16.3.
Third parties and integrations.
Ticketbird makes no representations, warranties or statements of the use, or assumes responsibility for any third party application or integration (or content therein) or any other product or service that is marketed or Provided by a third party through or via the service, or which constitutes the content of any banner or equivalent promotion in connection with the service or the website.

16.4.
Quality of user data.
Ticketbird makes no representations and disclaims all warranties of satisfactory quality of user data, The user data fitness for a particular purpose or results of interpretation and use of user data.

16.5.
Collection of user data.

Because the collection of user data and personal data depends on several factors such as, but not limited to, that the client and end user, or another of the client or end user designated party, acts in accordance with the instructions From Ticketbird regarding the use of the service and related software, installation or configuration processes, Ticketbird makes no representations regarding, nor does it guarantee, encourage or assume responsibility for that the collection of User data and personal data can be performed and maintained at any time.

16.6.
Buyer’s warranties.

The client warrants that it has the apparatus, equipment and software required to use the service, that Ticketbird by documentation, via Ticketbird’s website, or in any other written way has delivered, or which is otherwise clearly needed for Use of the service.

16.7.
The client warrants that it is entitled to allow Ticketbird’s handling of user data and personal data in and from the service. In addition, the client ensures that the client acts in accordance with all applicable law regarding personal data and data security.

16.8.
The client warrants that the client, or any party designated by the client, will act in accordance with Ticketbird documentation, instructions and manuals for use of the service.

17. Liability for damage
17.1.
In the event that the client has committed a material breach of this agreement which has not been rectified within 90 days after receipt by the client of a written notice of the crime from the Ticketbird, the client is responsible for the damage to the extent that Ticketbird may show actual damage.

18. Limitation of liability
18.1.
With the exception of breaches of the provisions relating to confidentiality and intellectual property rights, the following limitation of liability shall apply. The total liability of each party during each calendar year is limited to damage caused by negligence and limited to 100 000 SEK. This limitation of liability shall not apply to damages caused intentionally or by gross negligence.

18.2.
Neither party is liable for any incidental or consequential damages.

18.3.
The party bears no responsibility for carrying out its or subcontractors ‘ commitments if its execution is prevented by events or circumstances beyond its control, including war, acts of terrorism, societal disturbances, weather and Climatic circumstances, government acts or decisions by authorities, interference with digital infrastructure, such as telecommunication networks, strikes or lock-out.

18.4.
With the exception of payment requirements for the service and infringement of intellectual property rights, the party has the right to claim damages (incl. right to offsetting), price reductions and other compensation if the party does not provide such Counterparty within three (3) months after the injured party discovered (or would reasonably have discovered) the basis of the claim.

19.
Compensation for Claims by third parties

19.1.
Claims for infringement of intellectual property rights. Ticketbird has no obligation to the client for any third party claims based on alleged infringement of third party intellectual property rights based on conduct including (i) the use of the service in connection with other products, equipment, Devices or software not provided by Ticketbird (including, but not limited to, all software applications that the client uses or produces), (ii) Adjustments, modification or adaptation of the service by anyone other than Ticketbird, or by Ticketbird on behalf of the client or otherwise as a result of the requester’s instructions or, (iii) the inability to install an update for the service provided by Ticketbird.

19.2.
In the event of any claim or other action regarding infringement of the intellectual property rights of third parties as a result of the conduct described in the preceding paragraph, the client shall, at his own expense, defend both himself and Ticketbird and replace Ticketbird for all Damages, damages and costs imposed Ticketbird in connection with such claim or action, provided that the Ticketbird promptly and in writing draws attention to the client of such requirement or measure. In the event of a claim or other measure as described in the preceding sentence, Ticketbird gives the client sole control of the defence of the Ticketbird and the client (including negotiations, settlements and/or other types of compromise) and commits to Cooperate in the defense of the client and Ticketbird, at the requester’s expense.

19.3.
Compensation for personal data and client’s warranties. The client shall indemnify and hold Ticketbird harmless from claims by third parties based on (i) the inability of the client to maintain consent for the processing of personal data by Ticketbird and (ii) the inability of the client to comply with the Section 6, the client’s obligations and the guarantees set out in sections 16.6 through 16.8, the client’s warranties.

20.
FORCE Majeure

20.1.
Any loss or delay that Ticketbird causes in the performance of its obligations under this Agreement shall not be deemed to constitute a breach of contract if such failure or delay is caused by fire, flood, earthquake, lack of Electricity, cyber, natural conditions, general power failures, acts of war, terrorism, riots, societal disturbances, insurrections or revolutions, strikes, lockouts or trade union negotiations, court decisions, power outages, delays Interference in digital infrastructure, such as, for example, Internet or telecommunication network, non-performance of third parties, non-standard methods, materials, or any other similar circumstance beyond Ticketbird’s reasonable control. Ticketbird accepts no liability for the consequences resulting from any such force majeure event.

21.
Term

21.1.
The entry into force of the agreement and the duration of the agreement are stated in the Parties service agreement.

21.2.
The agreement may be terminated with immediate effect and without liability if (i) the other party commits a material breach of contract that does not refunded within thirty (30) days of written notice thereof or, (ii) the other party suspends its payments, enters into Liquidation, is declared insolvent or is otherwise deemed insolvency e.g. By the commencement of corporate reorganisation.

21.3.
Ticketbird has the right to terminate the agreement if the subscriber infringes any of the regulations in the agreement regarding user ¬ rights, user ¬ Limitations, client’s commitment, payments, intellectual property rights or confidentiality and fails to Compensate in full for this breach within 5 days of written notice thereof.

21.4.
Ticketbird reserves the right to review the client’s use of the service in order to ensure that the client acts in accordance with this agreement.

21.5.
Upon termination or cancellation of the contract (i), the Subscriber shall immediately pay to Ticketbird all payments due or processed but not yet invoiced to the subscriber, including all deferred payments or Payment plans; (ii) provided that the client has paid all sums to be collected by the Ticketbird under this agreement, Ticketbird shall, upon written request received within 30 days of the expiry of the service contract, prepare the requester and End users who have access to the service for an additional 24 hours access to the service in order to be able to export the user data of the requestor or end user and, (iii) at the time specified in P. II, Ticketbird shall immediately terminate and end user access to the service.

22.
Other

22.1.
This agreement, with any appendices or referred end-user Agreement and Processor agreement, constitutes the parties ‘ full settlement of all matters covered by the agreement. Any written or verbal commitments or representations prior to the Agreement shall be superseded by the contents of this agreement.

22.2.
The client may not transfer or assign any rights, obligations or licenses granted or transferred by this Agreement, without the prior written consent of Ticketbird.

22.3.
Ticketbird may assign and transfer rights or obligations arising out of the agreement, including user data and any personal data, at any time in connection with the sale (whether through merger, sale of Assets, stock sales or otherwise) of (i) Ticketbird, (ii) the service or (iii) a portion of Ticketbird or service that would reasonably require the transfer of these rights or obligations. Any transaction that alters the control of Ticketbird and/or the service is deemed to be a transfer under this clause

22.4.
Any additions or changes to the agreement or any of the appendices are binding on the parties only if they are written and signed by both partners.

22.5.
Any notices under the contract shall be in writing and sent to the address indicated under the name of each party on the first page of the related service agreement.

23.
Change of terms and prices

23.1.
Ticketbird has the right to change these terms and conditions with three months ‘ notice. The service is provided according to the applicable price list at any time. Ticketbird has the right to change the fees with one month’s notice. Changes shall not relate to charges already charged.

24.
Applicable law and dispute resolution

24.1.
The Agreement shall be construed in accordance with Swedish law, with the exception of rules on choice of law or conflict of laws rules.

24.2.
Any dispute arising out of the contract shall be finally settled by a Swedish court, with the Stockholm District Court as the first instance, if not subject to other mandatory law.