1. ACCEPTANCE OF THE TERMS AND CONDITIONS

Keyflow AB, Reg. No. 556757-2655, a company incorporated under the laws of Sweden, with registered address at Keyflow AB c/o Östermalmsgatan 26a, 114 26 Stockholm, Sweden ("Keyflow", "Us" or "We"), provides a software application (the "Guest App") and a website ("the Keyflow website") for purchases of admission to events (each an "Event") and for reservations and prepayment of table services (each a "Table Service") at Events, as well as for receiving digital invites to Events and membership/VIP cards, and other related services. The services available through the GuestApp and the Keyflow website, as set out above, are jointly referred to as the "Services". THESE TERMS SET OUT THE CONDITIONS FOR YOUR ACCESS AND USE OF THE GUESTAPP, THE KEYFLOW WEBSITE AND THE SERVICES, INCLUDING ALL OF THEIR FEATURES (THE "T&CS"), AND WE RECOMMEND THAT YOU READ THESE T&CS CAREFULLY BEFORE USING THE SERVICES. BY DOWNLOADING THE GUESTAPP AND ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE T&CS. IF YOU DO NOT AGREE TO ACCEPT AND ABIDE BY THESE T&CS YOU SHOULD NOT ACCESS OR USE THE SERVICES. If you are located in or a resident of the United States of America, these T&Cs provide that all disputes between you and Us will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THIS CONTRACT (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT A JUDGE OR JURY and your claims cannot be brought as a class action. Please review Section 18 below for the details regarding your agreement to arbitrate any disputes with Keyflow. We reserve the right to revise and update these T&Cs at any time without prior notice. The date of the latest update is shown at the end of these T&Cs. You are cautioned to review the T&Cs regularly to become aware of any changes. By continuing to use the Services after any changes have been made, you are acknowledging your acceptance of such changes. Should the T&Cs, however, be amended in a way which would entail substantial changes to the way We process your personal data, you will have the right to request that We refrain from processing your personal data in such new manner.

2. DESCRIPTION OF THE SERVICES

2.1 The Services

Through the GuestApp or on the Keyflow website, you may purchase admission to Events arranged and organized by our partners (each an "Event Organizer"), upon which your name will be presented on the guest list for the relevant Event without the issuance of a physical ticket. You may use the GuestApp to invite friends to Events and to receive invites from friends or from Event Organizers. In addition, the GuestApp allows you to reserve and prepay for Table Services, which some Event Organizers may offer at their Events.

2.2 Keyflow as a technical intermediary

Keyflow is a technical platform that allows you and Event Organizers to connect and interact with each other. As such, Keyflow only acts as a technical intermediary between you and the Event Organizers and Keyflow does not organize, host, arrange or otherwise affiliate with Events itself. The Services may be used by you to find and attend Events, but you acknowledge that Keyflow has no responsibility or liability to you related to any Events provided to you by Event Organizers through the use of the Services, other than as expressly set out in these T&Cs. You understand and acknowledge that the performance of Event Organizers of an Event is outside the scope of these T&Cs and that when you make purchases in respect of an Event, you enter into a binding agreement with the relevant Event Organizer, to which agreement Keyflow has no part. Keyflow has no responsibilities to you in respect of Event Organizer Events and cannot be held responsible or liable in any way for such Events towards you, the Event Organizer or any other third party. It is solely your responsibility to determine if an Event and/or Event Organizer will meet your needs and expectations. If you have any questions or complaints regarding an Event, you should contact the relevant Event Organizer directly. Keyflow will not participate in disputes between you and an Event Organizer.

3. CREATING AND MANAGING YOUR ACCOUNT

In order to use the Services, you must create an account. You must be at least eighteen (18) years old, or the age of legal majority in your jurisdiction to create an account. If you are under the age of legal majority, you must obtain parental or guardian consent prior to creating an account; provided that you must be at least 13 years old to use the Services notwithstanding any parental or guardian consent. Account registration may require you to submit certain personal information, such as your name, address, mobile phone number, age, sex, your email address, user name and password, as well as credit/debit card information. Once you have created an account, you may access and update your information, or delete your account, at any time. You are responsible for ensuring that no third party has access to your account and that the Services are not accessed or used by any unauthorised users. You agree to notify Us immediately of any unauthorized use of your account and you are solely responsible for activities that occur through the use of your account. You are further responsible for providing and maintaining accurate, complete and up-to-date information. Your failure to maintain accurate, complete and up-to-date information may result in your inability to use the Services or our termination of your account.  When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account.  If you have reason to believe that your account is no longer secure, then you must immediately notify us at support@keyflow.com. You are solely responsible for your use of the Services on your mobile device, including without limitation compliance with these and any applicable third party terms, and payment of any applicable third party fees.  Without limiting the foregoing, you are solely responsible for the payment of all applicable fees associated with any mobile network operator ("Carrier") service plan you use in connection with your use of the Services (such as voice, data, SMS, MMS, roaming, other applicable fees charged by the Carrier).  Accordingly, you should use care in selecting a service plan offered by your Carrier.  If your device is lost or stolen, you must notify Keyflow immediately to suspend services. KEYFLOW DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO USE THE SERVICES TO CONTACT FIRE, MEDICAL OR POLICE PERSONNEL IN A TIMELY MANNER OR AT ALL.  IF YOU EXPERIENCE AN EMERGENCY IMMEDIATELY DISCONTINUE YOUR USE OF THE SERVICES AND DIAL 911.

4. PURCHASING ADMISSION TO EVENTS AND TABLE SERVICES

4.1 Making a purchase

When you have created an account, you are able to purchase admission to Events and to reserve and prepay for Table Services. First, choose the Services you wish to use. Then, review the total price and in the GuestApp you confirm the payment by clicking on "Swipe to complete payment" on the Keyflow website you confirm the payment by clicking on “confirm my order”. Event Organizers can offer admission to Events by bidding, in addition to ordinary purchased admission. An Event being offered by bidding will not affect admission already purchased to such Event. The Event Organizer is not obliged to accept any bid. You can place a bid at any Event which open for bidding by the Event Organizers. In connection with placing a bid you will be asked to set a time frame for the duration of the bid. If the bid is accepted by the Event Organizer within the time frame, a binding non-refundable agreement has been entered into between you and the Event Organizer, unless otherwise expressly stated in this T&Cs. If the bid is rejected or not accepted within the time frame, your placed bid has expired and is no longer a binding bid. You will only be charged if your bid is accepted by the Event Organizer. You can withdraw a placed bid at any time, as long as the Event Organizer has not accepted the bid or the time frame for the bid has expired. The payments will be administered by our third party payment service provider Stripe. Please note that Stripe may have its own terms and conditions which you should read before making a purchase. When the purchase is completed, you will receive a confirmation regarding your purchase through the email address which you have provided. Following a successful purchase, your name will be added to the guest list to the relevant Event, and, if applicable, the Event Organizer will be notified that you have reserved and paid for a Table Service. Provided that you meet any additional terms and conditions which the Event Organizer may have, you will be allowed to attend the Event.

4.2 Restrictions in respect of purchases

You must be of legal age in the jurisdiction in which the Event will take place in order to purchase admission to Events. To reserve and prepay for Table Services, you must be of legal drinking age in the jurisdiction in which the Event will take place. In addition, Event Organizers may have additional terms and conditions, such as to the number of people that you are allowed to purchase to attend a certain Event, dress code or age limits. You are solely responsible for ensuring that you meet the legal age restrictions applicable to the Event and that you comply with any additional terms and conditions that the Event Organizer may have for a specific Event. By completing the purchase, you warrant that you meet all applicable terms and conditions. Your admission to an Event may be rejected if you provide false, inaccurate or incomplete information or if you are otherwise in breach of, or attempt to circumvent, these T&Cs, or such other terms and conditions which the respective Event Organizer may have regarding an Event. Your admission may also be rejected if you are intoxicated by alcohol or other substances. If your admission has been rejected, your license to enter will thereafter be non-useable.

4.3 Service Fee

In addition to the purchase price, a non-refundable advance service fee will be charged by Keyflow to you when using the Services (the "Service Fee"). The total amount payable by you (i.e. the purchase price and the Service Fee) will be displayed prior to your confirmation of the purchase.

5. SERVICE FEE NON-REFUNDABLE

Except as required by applicable law, you are not entitled to cancel purchases of admission to Events or reservations/prepayment of Table Services, and all such purchases are non-refundable.

6. CANCELLED EVENTS

6.1 General

As set out in Clause 2.2 above, We only act as a technical intermediary between you and Event Organizers. Each Event Organizer is fully responsible for its respective Events and all questions and/or claims in respect of Events should be directed to the relevant Event Organizer. You are solely responsible for ensuring that an Event has not been cancelled. If an Event is cancelled, you should contact the Event Organizer directly regarding any claims in respect of refunds. Please note that the Service Fee is not refundable. We will in no event be liable for any damages whatsoever due to cancelled Events.

6.2 If Event Organizer is established in a country where Stripe has no presence

If the Event Organizer (at the time of the relevant transaction) is established in a country where Stripe has no presence, We will hold your payment on a separate client account until forty-eight (48) hours after the Event has taken place, after which the amount will be transferred to the relevant Event Organizer. Should an Event be cancelled, you may be entitled to request a refund from Us. To exercise this right, you must notify Us that an Event to which you have purchased admission and/or Table Service has been cancelled. You must notify Us no later than twenty-four (24) hours from the time when the Event was scheduled to begin. Please send an email to support@keyflow.com with information that the Event has been cancelled and that you would like a refund, and state your order ID given to you when making the purchase. We will confirm receipt of your request for a refund as soon as reasonably possible. Provided that your request reaches Us within the above stated time, and that there are no circumstances excluding you from a right to a refund, We will, on behalf of the Event Organizer, refund the purchase price to the method of payment with which you purchased admission. IF YOU FAIL TO CONTACT US WITHIN THE ABOVE STATED TIME, YOU WILL NOT BE ENTITLED TO A REFUND FROM US, AND YOU SHOULD CONTACT THE RELEVANT EVENT ORGANIZER DIRECTLY WITH POTENTIAL CLAIMS. PLEASE NOTE THAT THE SERVICE FEE IS NOT REFUNDABLE. For the avoidance of doubt, your right to a refund from Us applies only if the Event Organizer is established in a country where Stripe has no presence in respect of cancelled Events and only in respect of requests for refunds which have been brought to our attention within the above stated time. All other claims regarding Events, such as their quality and content etc., should be directed directly towards the relevant Event Organizer. We will in no event be liable for any damages whatsoever due to cancelled Events. Information about in which countries Stripe is present can be found on www.stripe.com.

7. LICENSE AND CONTENT

7.1 License

Subject to your compliance with these T&Cs, We grant you a limited, non-exclusive, non-sub licensable, revocable, non-transferrable license to access and use the GuestApp on your personal device solely in connection with your use of the Services. Any rights not expressly granted herein are reserved by Us and our licensors. You agree that all material, including without limitation information, data, software, text, design elements, graphics, images, trademarks, service marks, trade names, domain names and other content, contained in or delivered via the Services or otherwise made available by Us in connection with the Services (collectively, "Keyflow Content") is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property rights and laws. Except as expressly authorized by Us in writing or in connection with your use of the intended functionality of the Services, you agree not to sell, sublicense, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, attempt to derive the source code of, or create derivative works of any Keyflow Content, or post any Keyflow Content on any other web site or in a networked computer environment for any purpose. Your rights under this license will terminate automatically without notice if you fail to comply with any term of this license.

7.2 Notice regarding Apple

You acknowledge that these T&Cs are between you and Keyflow only, not with Apple, and Apple is not responsible for the Services and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services.  In the event of any failure of the Services to conform to any applicable warranty, then you may notify Apple and Apple will refund any applicable purchase price for the GuestApp to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including, but not limited to: (i) product liability claims; (ii) any claim that the Services fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Services and/or your possession and use of the App infringe that third part’s intellectual property rights.  You agree to comply with any applicable third party terms, when using the Services.  Apple, and Apple's subsidiaries, are third party beneficiaries of these T&Cs, and upon your acceptance of these T&Cs, Apple will have the right (and will be deemed to have accepted the right) to enforce these T&Cs against you as a third party beneficiary of these T&Cs.  You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

7.3 User Content

When registering an account you will be asked to upload and make available a photo of yourself. All photos and any other materials provided by you when using the Services (the "User Content") remain your property. However, by providing User Content to Us, you grant Us a non-exclusive, worldwide, transferrable, sub-licensable, royalty-free license to use, copy, distribute, publicly display and otherwise exploit in any manner such User Content, including your name and picture, solely in connection with the provision or promotion of the Services, in all formats and distribution channels now known or hereafter devised, without further notice to or consent from you, and without the requirement of payment to you or any other person or entity. You represent and warrant that (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Us the license to the User Content as set forth above, and (ii) neither the User Content, your submission of such User Content, or our use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property rights or rights of privacy, or result in the violation of any applicable law and regulation. We do not pre-screen or monitor User Content, but reserve the right to remove any User Content for any or no reason, including, but not limited to, User Content that, in our sole discretion, violates these T&Cs or any applicable laws and regulations. We may take these actions without prior notification to you. Removal of User Content shall be at our sole discretion, and, subject to Section 7.4, We do not promise to remove any specific User Content. If you remove User Content from the Services, We will make reasonable efforts to ensure that all instances of such User Content that are stored by Us are deleted and We will not use such User Content for promotional purposes. However, We will not remove any instances of such User Content if and to the extent these are uploaded on or used by other user accounts.

7.4 Digital Millennium Copyright Act

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

Keyflow AB
c/o A-House
Östermalmsgatan 26a
114 26 Stockholm
SWEDEN

Any notice alleging that materials hosted by or distributed through the Services infringe intellectual property rights must include the following information:

(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
(b) a description of the copyrighted work or other intellectual property that you claim has been infringed;
(c) a description of the material that you claim is infringing and where it is located on the Services;
(d) your address, telephone number, and email address;
(e) a statement by you that you have a good faith belief that the use of the materials on the Services of
which you are complaining is not authorized by the copyright owner, its agent, or the law; and
(f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Please note that the above requirements only apply to U.S. copyright holders and their agents.  If you hold copyrights that were granted anywhere outside of the U.S. and believe that your intellectual property rights have been infringed, please send an e-mail containing the information in sub-sections (a)-(f) above to internationalcopyright@keyflow.com. Keyflow will promptly terminate without notice the accounts of users that are determined by Keyflow to be "repeat infringers." A repeat infringer is a user who has been notified of infringing activity more than twice and/or has had content removed from the Services more than twice.

8. PROHIBITED CONDUCT

By using the Services, you agree not to: (g) use the Services for any illegal purpose, or in violation of any local, state, national, or international law;
(h) interfere with security-related features of the Services, including without limitation by (i) disabling or circumventing features that prevent or limit use or copying of any content, or (ii) reverse engineering or otherwise attempting to discover the source code of the Services or any part thereof except to the extent that such activity is expressly permitted by applicable law;
(i) interfere with the operation of the Services or any users enjoyment of the Services, including without limitation by (i) taking any action (directly or indirectly) that imposes or may impose (as determined by Keyflow in its sole discretion) an unreasonable or disproportionately large load on Keyflow’s or its third party providers' infrastructure; or (ii) interfering with or disrupting any networks, equipment, or servers connected to or used to provide the Services, or violating the regulations, policies, or procedures of such networks, equipment, or servers;
(j) perform any fraudulent activity including impersonating any person or entity, claiming false affiliation; misrepresenting the source, identity or content of information transmitted via the Services; accessing the Services accounts of others without permission, or falsifying your age or date of birth;
(k) sell or otherwise transfer the access granted under these T&Cs, or any right or ability to view, access, or use any part of the Services; or attempt to do any of the foregoing in this Section 8, or assist or permit any persons in engaging or attempting to engage in any of the activities described in this Section 8.

9. INDEMNITY

You agree to indemnify and hold Us, and our affiliates, and each of our and their respective officers, directors, agents, and employees, harmless from any and all claims, demands, damages, losses, liabilities and expenses (including attorney’s fees) arising out of or in connection with (i) your use of the Services, (ii) your breach or violation of these T&Cs, (iii) our use of the User Content, (iv) your violation of the rights of any third parties, or (v) any disputes between you and any third parties, including any Event Organizers.

10. DISCLAIMER OF WARRANTIES

YOU ACKNOWLEDGE THAT WE HAVE NO CONTROL OVER AND DO NOT GUARANTEE THE PERFORMANCE, QUALITY, SAFETY OR LEGALITY OF EVENTS, THE TRUTH OR ACCURACY OF ANY USERS (INCLUDING ANY EVENT ORGANIZERS) CONTENT OR LISTINGS OR THE ABILITY OF ANY USER TO PERFORM OR COMPLETE A TRANSACTION. YOU UNDERSTAND AND AGREE THAT WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND AN EVENT ORGANIZER. THE SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICES ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. KEYFLOW AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AFFILIATES, SUBSIDIARIES, AND AGENTS (COLLECTIVELY, THE "KEYFLOW ENTITIES") SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. THE KEYFLOW ENTITIES DO NOT WARRANT THAT THE SERVICES OR ANY PART THEREOF, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICES, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR ANY MATERIALS OR CONTENT AVAILABLE ON OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE KEYFLOW ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ALL DAMAGES THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICES, YOUR DEALINGS WITH OTHER USERS OF THE SERVICES, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICES AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOURPROPERTY (INCLUDING YOUR COMPUTER SYSTEM USED IN CONNECTION WITH THE SERVICE) OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OR USE OF SUCH MATERIALS OR CONTENT.    SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

11. LIMITATION OF LIABILITY

IN NO EVENT WILL THE KEYFLOW ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS OR CONTENT ON THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE KEYFLOW ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. UNDER NO CIRCUMSTANCES WILL KEYFLOW BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES ARISING OUT OF OR RELATING TO YOUR CONDUCT OR THE CONDUCT OF ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER USERS OF THE SERVICE OR PERSONS YOU MEET THROUGH THE SERVICES. YOU AGREE THAT THE AGGREGATE LIABILITY OF THE KEYFLOW ENTITIES TO THE EVENT ORGANIZER FOR ANY AND ALL CLAIMS ARISING OUT OF RELATING TO THE USE OF OR ANY INABILITY TO USE THE SERVICES (INCLUDING ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE) OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF (1) THE PURCHASE PRICE FOR YOUR MOST RECENT PURCHASE ON THE SERVICES, OR (2) USD$50, WHICHEVER IS GREATER. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 11 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NOTHING IN THESE T&CS SHALL EXCLUDE OR LIMIT OUR LIABILITY WITH REGARD TO ANY MATTER FOR WHICH IT WOULD BE UNLWAFUL FOR US TO LIMIT OR EXCLUDE OUR LIABILITY.

12. SEVERABILITY

Nothing in these T&Cs shall affect the rights you may have under applicable law regarding your use of the Services. Should any parts of these T&Cs be deemed invalid or unenforceable against you, then that particular portion shall be deemed invalid or unenforceable, as the case may be. Such invalidity or unenforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of these T&Cs, and the application of that provision shall be enforced to the full extent permitted by law.

13. TERM AND TERMINATION

These T&Cs will continue to apply to you unless terminated by either you or Us. We may terminate the T&Cs or suspend your account and/or access to the Services at any time, including in the event of your actual or suspected unauthorized use of the Services, misuse of the Services or non-compliance with the T&Cs. If you or We terminate the T&Cs, or if We suspend your account and/or access to the Services, you agree that We shall have no liability or responsibility to you or any third party and We will not refund any amounts that you have already paid.

14. PRIVACY POLICY

14.1 Processing of personal data performed by Us

To provide you with the Services, We need to collect and process your personal data. Such personal data includes e.g. name, contact details, birthdate, user name and password, photo, credit/debit card information, geolocation data etc. To be able to invite friends to Events, you may also choose to give Us access to your devices address book. We will also collect your IP address when you use the Services. An IP address is a number that is automatically assigned to your device and is automatically identified to our server when you use the Services. In addition, We may receive personal data about you from Event Organizers who wish to invite you to Events or to send you VIP cards. We may associate this information with other personal data that We have collected or obtained about you and process it for the purposes set out herein. In order to offer you all of the GuestApp features we will ask you to give Us permission to gather information from you regarding your contacts, your location and your camera. We will not receive any of this information unless you agree to give Us access to these features. Your location: We will ask you to give Us information about your location. We will use your location to give you information about what events are taking place in your current location. Your camera: We will ask you to give Us permission to access your phones camera. Your camera can be used to add a profile picture to your Keyflow account. Your contacts: We will ask you to give Us access to the contacts in your address book. This will help you connect with and invite your contacts to Events. Your personal data will be processed in order to administer your account, your purchases and other use of the Services, including to track which Events you will attend and which Events you have previously attended, to analyze your use of the Services to personalize and improve your experience of the Services, for example by providing customized or localized content. Your personal data may also be processed for market- and customer analyses, for business- and method development, for providing you with offers regarding upcoming Events and new Services and other marketing activities. We will not use your personal data to send you spam e-mails. Where you choose to give Us access to your devices address book, We will only use such information for sourcing and recognizing and recommending you to people you may know within our community. For the purposes set out above, We may engage third party service providers for the processing of your personal data. To enable purchases, your payment card or other payment-related information will be transferred to the third party payment service provider Stripe. When processing your personal data, such third party service providers act as data processors on behalf of Us and will only process your personal data in accordance with our instructions. Keyflow is the data controller in respect of personal data relating to you which is processed by Us or our data processors. As such, We are responsible for treating your personal data in compliance with applicable data protection legislation. You are entitled to, once per year and without charge, receive information about what personal data about you that We are processing, as well as information on the extent and purpose of such processing. We are also obliged to, at your request, correct any personal data about you that is incorrect, incomplete or misleading. We will keep your personal data until you request that it be removed, or for as long as is permitted and/or required by applicable law, and will thereafter be deleted.

14.2 Security measures implemented by Keyflow to protect your personal data

We are committed to protecting the security of your personal data. We will take reasonable technical and organizational measures to protect personal data we store or process. We use a variety of industry-standard security technologies and procedures to help protect your personal data from unauthorized or unlawful access, use or disclosure and accidental loss, destruction and damage. Even though We have taken significant steps to protect your personal data, no security measures are completely secure, and We do not guarantee the security of your personal data.

14.3 Processing of personal data performed by Event Organizers

To enable your attendance at Events, receipt of invites and VIP cards, and certain other uses of the Services, you acknowledge that your personal data will also be processed by the relevant Event Organizers and you consent to such transfers and processing. Please note that your payment information will never be transferred to the Event Organizers. Each Event Organizer is a data controller in respect of your personal data processed by the respective Event Organizer. We are in no way responsible or liable for the processing of your personal data carried out by any Event Organizers. As data controllers, each Event Organizer is responsible for treating your personal data in accordance with applicable law.  In order to request such information, obtain more information on their privacy obligations, retention periods, or object to the processing, please review the Event Organizer’s privacy policy or contact the relevant Event Organizer directly.

14.4 International transfer of personal data

If you are located in the EEA: Due to the Event Organizers and our service providers’ international business, your personal data may be transferred to a country located outside of the European Economic Area (the "EEA"), which may not provide the same protection for personal data as within the EEA. In addition, if you use the Services while you are outside of the EEA, your personal data may be transferred outside of the EEA in order to provide you with the Services. If you are located in the United States: Due to the Event Organizers and our service providers international business, your personal data may be transferred to a country other than the United States. In addition, if you use the Services while you are outside of the United States, your personal data may be transferred outside of the United States in order to provide you with the Services.

14.5 Marketing Communications

By accepting these T&Cs, you consent to the collection and use of your personal data in accordance with the purposes set out above. You acknowledge and agree that Keyflow may send you marketing by email, electronic text messaging (SMS) or other similar automated system for individual communication from Us or from such third party who is entitled to use your personal data in accordance with what is stated above.   Prior to sending you such marketing communications you will be given the option to consent to receiving such communications. If you do not want to receive communications of this kind you will have the possibility to unsubscribe at any time. Subject to applicable law, you have the right to withdraw your consent to your personal data being used for marketing purposes at any time. You are also entitled to withdraw your consent to our processing of your personal data. However, you are aware that if you withdraw your consent, you may not be able to use the Services.

15. COOKIES

For a detailed description of our use of cookies, please see our cookie policy available at www.keyflow.com.  

16. CONSENT TO ELECTRONIC COMMUNICATIONS

By using the Services, you consent to receiving certain electronic communications from Us as further described in our Privacy Policy. You agree that any notices, agreements, disclosures, or other communications that Keyflow sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

17. GOVERNING LAW AND JURISDICTION

17.1 Non-US Residents

If you are not located in or a resident of the United States of America, these T&Cs shall be governed by and construed in accordance with the laws of Sweden. Swedish courts shall have exclusive jurisdiction in respect of any actions or claims under these terms of use and you hereby consent and submit to the personal jurisdiction of such courts; provided that nothing herein shall prevent the application and enforcement of mandatory and applicable law.

17.2 US Residents

If you are located in or a resident of the United States of America, these T&Cs will be governed by the laws of the State of New York without regard to conflict of laws principles. To the extent that any lawsuit or court proceeding is permitted hereunder, you and Keyflow agree to submit to the personal and exclusive jurisdiction of the courts located within New York County, New York for the purpose of litigating all such disputes.

18. ARBITRATION

If you are located in or a resident of the United States of America, then the provisions of this Section 18 apply to your use of the Services and agreement with Keyflow.

18.1 Generally.

In the interest of resolving disputes between you and Keyflow in the most expedient and cost effective manner, you and Keyflow agree that any and all disputes arising in connection with these T&Cs must be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of these T&Cs, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE T&CS, YOU AND KEYFLOW ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

18.2 Exceptions.

Notwithstanding subsection18.1, both parties agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, or (iv) to file suit in a court of law to address intellectual property infringement claims.

18.3 Arbitrator.

Any arbitration between you and Keyflow will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these T&Cs, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Keyflow.

18.4 Notice; Process.

A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail ("Notice"). Keyflow's address for Notice is: Keyflow AB c/o A-House, Östermalmsgatan 26a, 114 26 Stockholm , Sweden. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Keyflow may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Keyflow must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.  In the event our dispute is finally resolved through arbitration in your favor, Keyflow will pay you (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Keyflow in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000, whichever is greater.

18.5 Fees.

In the event that you commence arbitration in accordance with these T&Cs, Keyflow will reimburse you for your payment of the filing fee, unless your claim is for greater than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearings will take place at a location to be agreed upon in New York, New York provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephonic hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address.  If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse Keyflow for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

18.6 No Class Actions.

YOU AND KEYFLOW AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Keyflow agree otherwise, the arbitrator may not consolidate more than one person’s claim, and may not otherwise preside over any form of a representative or class proceeding.

18.7 Modifications.

In the event that Keyflow makes any future change to this arbitration provision (other than a change to Keyflow’s address for Notice), you may reject any such change by sending us written notice within 30 days of the change to Keyflow’s address for Notice, in which case your account with Keyflow will be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject will survive.

18.8 Enforceability.

If Subsection 18.6 is found to be unenforceable or if the entirety of this Section 18 is found to be unenforceable, then the entirety of this Section 18 will be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 17 will govern any action arising out of or related to these T&Cs.

19. CONTACT

If you have any question regarding theses T&Cs, the Services, use of your personal data or otherwise, please contact support@keyflow.com.

These T&Cs were last updated on 20 september 2018.