Terms of Use.

1. Agreement to these terms

These Terms of Use are an agreement between you and Group Hug Software, LLC, a Delaware limited liability company. In these terms, "we", "us" and "our" mean Group Hug Software, LLC, and "Event Shepherd" or "the service" means the Event Shepherd platform: our website, the organizer panel, the door scanner, the event pages we host for organizers, and the emails the service sends.

By creating an account, joining a team, or otherwise using the service to run an event, you accept these terms. If you do not accept them, do not use the service. Our Privacy Policy explains how we handle personal information, and the data processing terms in it form part of these terms, as section 5 explains.

You must be at least 18 years old, or the age of majority where you live if that is higher, to sign up for an account or to run events on the service. You may not use the service if you are located in a country subject to comprehensive United States sanctions, or if you are named on a United States government list of prohibited or restricted parties. If you are agreeing to these terms on behalf of a company or other organization, you confirm that you have the authority to bind it, and "you" means that organization.

If you are registering for someone else's event, section 7 explains who is responsible for your ticket, and the acceptable use rules in section 6 apply to you too.

2. Definitions

Organizer means an account holder using the service to run an event.

Attendee means a person who registers for an organizer's event, or whom an organizer adds to the event's guest list.

Event means an event created on the platform, together with its schedules, ticket tiers, guest list, terminals and public page.

Team means the account that owns events and to which members belong with a role.

Ticket means an entitlement to attend, represented on the platform by a ticket tier and a QR code issued to a guest.

Terminal means a named check-in point recorded against attendance records.

Order means the record of one registration's money on the platform: what was bought, what was paid, and what was refunded.

Connected Gateway means a payment provider account an organizer connects to the service using the organizer's own credentials, through which buyers pay that organizer directly.

Attendee Data means personal data about attendees that an organizer collects or uploads through the service.

3. Accounts, teams and roles

You are responsible for your account, for keeping your credentials confidential, and for everything done through your account. Tell us promptly if you believe your account has been compromised.

Everything created on the service belongs to a team, not to an individual. Team members hold one of three roles: Administrator, Editor or Member. Administrators can invite and remove people, change roles and manage the team's billing. Only the team owner can transfer ownership of the team or delete it.

The team owner is responsible for the team's use of the service, including what its members do, and is the person our invoices are sent to. Removing a member ends their access; it does not remove work they created, which remains with the team.

We may suspend or close accounts as set out in section 13.

4. Your content and attendee data

You keep ownership of everything you put into the service: your event content, your branding, your guest lists and your registration data.

You grant us a limited, non-exclusive, worldwide, royalty-free license to host, store, reproduce, transmit and display that content solely to provide the service to you, including publishing your event pages and your team website, generating tickets, sending transactional email, and producing exports at your request. That license ends when the content is deleted, subject to backup rotation.

Once you publish your team website, it lists your published and completed events unless you turn an event's listing off.

For Attendee Data, you are the controller and we are the processor. In the terms US state privacy laws use, you are the business and we are your service provider. You warrant that:

• you have a lawful basis for collecting and using the personal data you collect through the service
• you have given attendees whatever privacy notice your law requires, and it accurately describes your use of a third-party platform
• you have the right to upload any guest list you import
• you will not collect sensitive personal data through the service without an appropriate lawful basis and appropriate safeguards
• you will honor attendee requests to access, correct or delete their data, and will not rely on us to make those decisions for you

You decide what your registration questions ask. We do not review them and we are not responsible for what you choose to collect.

5. Data processing terms

Our processing of Attendee Data is governed by the data processing terms in section 14 of the Privacy Policy, which form part of these terms.

Where those terms conflict with the rest of these terms in respect of the processing of Attendee Data, those terms prevail.

6. Acceptable use

This section sets out what you may not do with Event Shepherd. It applies to everyone who uses the service, including your team members, your attendees, and anyone acting on your behalf. If you are here because we sent you this link, the part that applies to you is below.

Events you may not run

You may not use Event Shepherd to run, promote or sell tickets to:

• events that are illegal where they take place
• events promoting violence, terrorism, or hatred against people on the basis of race, ethnicity, national origin, religion, disability, sex, gender identity or sexual orientation
• events that sexually exploit any person, or that involve minors in sexual content
• events that exist to defraud attendees, including events you do not intend to hold
• events selling or distributing goods or services that are illegal where the event takes place

Content

You may not upload or publish content that:

• infringes anyone's copyright, trademark or other rights
• is defamatory, harassing, or threatening
• impersonates another person or organization, or misrepresents your affiliation with one
• contains malware, or links to it
• is sexually explicit

Ticket and registration abuse

You may not:

• sell tickets to an event you do not have the right to sell tickets to
• knowingly issue more tickets than the venue can lawfully or safely hold
• misrepresent what a ticket includes
• use the platform to launder funds or to process payments unrelated to a genuine event
• create registrations in another person's name without their knowledge

Other people's data

You may not:

• upload a guest list you do not have the right to upload
• use attendee data collected through the service for any purpose you did not tell those attendees about
• extract guest lists to sell, rent or trade
• share your account so that people outside your team can see attendee data
• collect sensitive personal data through registration questions without an appropriate lawful basis and appropriate safeguards

Your obligations as the controller of attendee data are set out in section 4 above and in section 14 of the Privacy Policy.

The platform itself

You may not:

• access accounts, teams, events or data that are not yours
• scrape, crawl or bulk-download the service beyond the export tools provided
• circumvent rate limits, bot protection, authentication or authorization
• interfere with the service or the infrastructure it runs on, including denial of service attempts
• reverse engineer the service except to the extent that restriction is unenforceable by law
• resell or white-label the service without a written agreement with us

Security research

We welcome good-faith security research, on these conditions:

• test only against accounts and events you own
• do not access, modify or exfiltrate anyone else's data
• do not degrade the service for other users, and do not run automated load or denial of service tests
• report what you find to us through the contact page before disclosing it anywhere else, and give us reasonable time to fix it

Research conducted within these conditions is authorized, and we will not pursue legal action over it.

Reporting a breach of this section

To report an event, an account or content that breaches this section, contact us and include the link to the event or page, what you believe the problem is, and anything that helps us verify it. Copyright complaints follow the process in section 11 instead.

We review reports and act on the ones that are substantiated. We do not disclose the outcome of a report to the person who made it beyond confirming that it was reviewed.

How we enforce it

Where we find a breach, our response is proportionate to it. Depending on the severity, we may:

• ask you to fix the problem within a stated period
• remove or unpublish specific content
• restrict a feature, such as sending email or taking payments
• suspend an account or a team
• terminate access, and where the law requires it, report the matter to the authorities

Serious breaches, particularly those involving unlawful activity, fraud against attendees, or a threat to the security of the platform or its users, may be acted on immediately without prior notice.

If you believe we have acted in error, contact us and tell us why. We will review it.

7. Tickets, refunds and cancellations

Your event is your responsibility. You decide what to sell, at what price, on what terms, and whether the event goes ahead. You are responsible for the accuracy of everything you publish about it: dates, times, venue, what a ticket includes, age restrictions and access arrangements.

You are the merchant of record for every ticket sale. Tickets are sold by you, either through a payment provider account you hold in your own name and under that provider's terms, or through payment instructions you publish for buyers to pay you directly. As the merchant of record, you are responsible for the goods sold, refunds, chargebacks, taxes and the other consumer obligations that come with the sale. We are not a party to the sale, and we do not hold or disburse your ticket revenue.

Connecting a payment provider. When you connect a Connected Gateway, you authorize us to use the credentials you supply to act on that account for you: to check the account and the payment methods it has enabled, create checkouts and close them when they expire, receive and verify the provider's notifications, read your recent transactions, make the refunds you request, and, where the provider supports it, set up the webhook endpoint the connection depends on. We read your transactions only to keep our record of your orders accurate and to calculate the fees we invoice you, and we ignore transactions that did not come through the service. You must follow your provider's terms, including its rules on what you may sell.

Refunds, exchanges and cancellations are between you and your attendees. You set your own refund policy and you are responsible for honoring it, along with any consumer protection law that applies to you. Publish that policy in your event details so attendees can read it before they pay.

Disputes with attendees are yours to resolve. We are not a party to the contract between you and an attendee, we do not adjudicate disputes between you, and we do not decide or initiate refunds ourselves. We may provide records from the platform where it is reasonable and lawful for us to do so.

If you cancel an event, tell your attendees yourself. The service does not send cancellation notices automatically.

If you are an attendee, your ticket is sold to you by the organizer, not by us. Questions about the event, and requests for refunds, exchanges or cancellations, go to the organizer. If you paid online, you paid the organizer through their payment provider, which handles your card or wallet details. How your personal information is handled, including the account that registering sets up for you, is explained in section 6 of the Privacy Policy.

8. Fees

Our fee is a commission on tickets sold through a Connected Gateway, at the rate shown on our pricing page at the time of the sale, unless we have agreed on a different rate for your team. Tickets you take payment for outside a Connected Gateway carry no commission, and free tickets carry none.

A commission becomes payable once the sale it is taken from has gone fifteen days without being refunded. A sale fully refunded inside that period is never charged for, and a partial refund reduces the commission to match. We can only take account of a refund we have a record of, so make refunds through the service rather than in your provider's dashboard. A chargeback or payment dispute is not a refund, and it does not reduce the commission.

Commissions that have become payable are gathered onto one invoice each calendar month, in your team's billing currency, emailed to the team owner and due within fifteen days. We do not hold a payment card for you and we do not take payment automatically. If you believe an invoice is wrong, contact us before it is due.

Our fees do not include taxes. Where the law requires us to charge tax on them, such as value-added tax, we will add it to the invoice.

If an invoice is not paid when due, we may suspend your team's ability to take new payments, and our systems do this automatically. While payments are suspended, checkout offers no payment method, including your own bank or wallet instructions, and you cannot add priced tickets or connect a payment provider. Orders you have already taken are not affected: you can still settle them, issue tickets and make refunds. Paying the outstanding invoice lifts the suspension, usually within a day.

We may change our fees, and we will give reasonable prior notice of a change that affects you before it takes effect.

Fees charged by your payment provider for processing ticket payments are separate from anything we charge and are governed by that provider's terms.

You are responsible for all taxes arising from your events and your ticket sales, including any obligation to charge, collect and remit tax on tickets you sell.

9. Email sent through the service

The service sends transactional messages about your events on your behalf: registration acknowledgments, tickets, check-in confirmations unless you turn them off, links for sending proof of payment, notices that a payment was rejected, and the resends you trigger.

You are the sender of those messages as far as your attendees are concerned. You are responsible for ensuring your use of them complies with applicable anti-spam and electronic marketing law. The service is for transactional messaging about events people have registered for. It must not be used to send marketing to people who have not asked for it, or to send tickets to a purchased or scraped list.

We may throttle, suspend or block sending from an account that generates excessive complaints or bounces, or that we reasonably believe is being used to send unsolicited messages.

We also email you about your account and your team, including invitations, security messages, alerts about your payment connection, and our invoices. These messages are part of the service, and you cannot opt out of them while you hold an account.

10. Availability and support

We work to keep the service available and reliable, but we provide it on an "as is" and "as available" basis and we do not offer a service level guarantee. The service may be unavailable for maintenance, or because of failures outside our control.

Some features depend on things we do not control. In particular, offline scanning is a best-effort feature. It depends on the device, its browser and its storage, and it cannot detect a duplicate scan made on a different device while both are offline. Plan your door accordingly.

We may add, change or remove features. Where a change materially reduces core functionality you rely on, we will give reasonable notice.

We provide support through our contact page, on a reasonable-efforts basis.

11. Intellectual property

The service, including its software, design, and our trademarks, belongs to us and our licensors. These terms do not grant you any right in it beyond the right to use it as permitted here.

If you send us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use them without obligation to you. This does not give us any right in your event content or your data.

Copyright complaints

If you believe content on the service infringes your copyright, send a notice to [email protected] or through our contact page. Include:

• your name, postal address, telephone number and email address
• the copyrighted work you believe is infringed
• the address of the page where the material appears, with enough detail for us to find it
• a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent or the law
• a statement that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the owner's behalf
• your physical or electronic signature

We respond to notices that meet these requirements as the Digital Millennium Copyright Act provides, which may mean removing or disabling access to the material and telling the person who posted it.

If your material was removed and you believe that was a mistake, you can send us a counter-notice. Include your name, postal address and telephone number; the material that was removed and where it appeared; a statement, under penalty of perjury, that you have a good-faith belief it was removed by mistake or misidentification; your consent to the jurisdiction of the federal district court for the district where you live, or, if you live outside the United States, any district where we may be found; your agreement to accept service of process from the person who complained; and your physical or electronic signature.

We terminate the accounts of repeat infringers in appropriate circumstances.

12. Third-party services

The service integrates with third parties, including payment providers, email delivery, identity providers, infrastructure, analytics, fonts, bot protection and PDF rendering. Section 7 of the Privacy Policy names them. Their services are governed by their own terms, and we are not responsible for them. Your relationship with the provider behind a Connected Gateway is governed by your agreement with that provider.

Where you link to a third party from your event page, or send attendees to one, that relationship is between you, them and your attendees.

13. Suspension and termination

You may stop at any time by deleting your account. If a team you own has other members, transfer it to one of them or remove them first. A team you own with no other members is deleted with your account, along with its events.

We may suspend or terminate access where we reasonably believe you have breached these terms, including the acceptable use rules in section 6, where required by law, or where your use poses a risk to the service or to other users. Where circumstances allow, we will give notice and an opportunity to fix the problem first. Serious cases, including unlawful activity or a threat to the security of the platform, may be acted on immediately.

We may also suspend a team's ability to take new payments where an invoice for our fees is overdue, as described in section 8. That suspension is limited to taking new money and does not prevent you settling or refunding orders you have already collected.

On termination, your right to use the service ends, and fees that became payable before termination remain payable. Export anything you want to keep before you close an account or delete a team. We are not obliged to retain your data after termination beyond what our retention practices and the law require. See the Privacy Policy.

If we discontinue the service, we will give you reasonable notice first, so that you can export your data.

14. Disclaimers, liability and indemnity

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT IT WILL MEET YOUR REQUIREMENTS.

TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA OR GOODWILL, ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF THE AMOUNTS YOU PAID US IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED UNITED STATES DOLLARS.

Some jurisdictions do not allow certain warranties to be excluded or certain liability to be limited, so some of the above may not apply to you. Nothing in these terms limits liability that cannot be limited under applicable law, including liability for fraud, for death or personal injury caused by negligence, and any consumer rights that cannot be waived.

You will indemnify and hold us harmless against claims, losses, liabilities and reasonable legal costs arising from your events, your content, your use of the service in breach of these terms, and any claim by an attendee relating to an event you ran, including claims about refunds, cancellation, admission or the handling of their personal data.

15. Governing law

These terms, and any dispute arising out of or relating to them or the service, are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws rules. The Federal Arbitration Act governs the agreement to arbitrate in section 16.

Wherever you live, the law there may give you rights that a contract cannot take away, such as consumer protection and data protection rights. Nothing in these terms displaces those rights.

16. Dispute resolution

Talk to us first. Before starting formal proceedings, contact us through our contact page, describe the problem, and give us 45 days to resolve it informally. Most problems are settled this way.

Arbitration. If we cannot resolve a dispute informally, it will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, or its Consumer Arbitration Rules where those apply, seated in Delaware. The arbitrator may hold hearings by video or decide the dispute on written submissions, and judgment on the award may be entered in any court with jurisdiction. Either party may instead bring an individual claim in small claims court, and either party may ask a court for an injunction to protect its intellectual property or to stop unauthorized use of the service.

Class action waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. YOU AND WE EACH WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE OR REPRESENTATIVE ACTION.

Courts. Apart from small claims cases, any dispute that is not arbitrated will be heard only in the state or federal courts located in Delaware, and you and we consent to their jurisdiction.

This section does not apply where the law of your jurisdiction does not permit it.

17. General

Changes. We may update these terms. The version and last updated date appear at the top of this page. Where a change is material, we will give notice by email or through the service before it takes effect. Continuing to use the service after that means you accept the updated terms.

Notices. We may send you notices at the email address on your account, or show them in the service. You can send notices to us through our contact page or at [email protected]. Notices sent electronically satisfy any requirement that they be in writing.

Entire agreement. These terms, together with the Privacy Policy, are the entire agreement between us about the service. If you and we sign a separate written agreement about the service, it prevails where the two conflict.

Severability. If any provision is held unenforceable, the rest remains in force.

No waiver. Not enforcing a provision is not a waiver of it.

Assignment. You may not assign these terms without our consent. We may assign them in connection with a merger, acquisition or sale of assets.

Events outside our control. We are not responsible for a failure or delay caused by events outside our reasonable control, such as an outage at a hosting or payment provider, a failure of the internet, a natural disaster or government action.

No third-party beneficiaries. These terms create rights only for you and us. Nobody else, including your attendees, can enforce them.

Survival. The provisions that by their nature should survive termination do, including those on fees already payable, intellectual property, disclaimers, liability and indemnity, governing law and dispute resolution.

Contact us. Questions about these terms can be sent to Group Hug Software, LLC through our contact page or at [email protected].