Terms of Use.

1. Agreement to these terms

These Terms of Use are an agreement between you and Group Hug Software, LLC, a limited liability company organised under the laws of the State of Delaware, United States, with operations in the Republic of the Philippines. In these terms, "we", "us" and "our" mean Group Hug Software, LLC, and "Event Shepherd" or "the service" means the Event Shepherd platform.

By creating an account, accessing the service, or using it to run an event, you accept these terms. If you do not accept them, do not use the service.

You must be at least 18 years old, or the age of majority where you live, to hold an account. If you are agreeing to these terms on behalf of a company or organisation, you confirm that you have the authority to bind it, and "you" means that organisation.

2. Definitions

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

Attendee means a person who registers for an organiser's event.

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.

Attendee Data means personal data about attendees that an organiser 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 transfer ownership of the team.

The team owner is responsible for the team's use of the service, including what its members do. 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 licence to host, store, reproduce, transmit and display that content solely to provide the service to you, including generating tickets, sending transactional email, and producing exports at your request. That licence ends when the content is deleted, subject to backup rotation.

In respect of Attendee Data, you are the controller and we are the processor. 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 special category or sensitive personal data through the service without an appropriate lawful basis and appropriate safeguards
• you will honour 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

In respect of Attendee Data you are the controller and we are the processor, and our processing of it 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 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 in the jurisdiction of the event

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 organisation, 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 authorisation
• 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 authorised, and we will not pursue 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.

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 bulk email
• 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 actioned 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.

We are not the merchant of record for ticket sales. Payments for tickets are processed by a third-party payment provider under its own terms. We do not hold, disburse or reconcile your ticket revenue.

[[CONFIRM MERCHANT-OF-RECORD POSITION WITH THE PAYMENT PROVIDER BEFORE PUBLICATION]]

Refunds, exchanges and cancellations are between you and your attendees. You set your own refund policy and you are responsible for honouring 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 issue refunds on your behalf. 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.

8. Fees

Fees for the service, where any apply, are those described on our pricing page at the time you use the service. 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 the 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 on your behalf: registration acknowledgments, tickets, check-in confirmations where you enable them, and 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, and 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.

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.

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 licence to use them without obligation to you. This does not give us any right in your event content or your data.

12. Third-party services

The service integrates with third parties, including payment processing, email delivery, identity providers and infrastructure. Their services are governed by their own terms, and we are not responsible for them.

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, having first transferred ownership of any team you own that should continue without you.

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 actioned immediately.

On termination, your right to use the service ends. 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.

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, 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.

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 and operations in the Philippines

These terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws rules.

Where you are located in the Republic of the Philippines, or your event takes place there, nothing in these terms displaces mandatory rights you have under Philippine law, including under the Consumer Act of the Philippines and the Data Privacy Act of 2012. Our obligations in respect of personal data in the Philippines are as set out in the Privacy Policy.

[[CONFIRM GOVERNING LAW, VENUE AND ARBITRATION POSITION WITH COUNSEL, PARTICULARLY FOR PHILIPPINE CONSUMERS]]

16. Dispute resolution

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

Arbitration. If we cannot resolve a dispute informally, it will be settled by binding arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association, seated in Delaware, except that either party may bring an individual claim in small claims court.

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.

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 before it takes effect. Continuing to use the service after that means you accept the updated terms.

Entire agreement. These terms, together with the Privacy Policy, are the entire agreement between us about the service.

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.

Contact us. Questions about these terms can be sent through our contact page.

Group Hug Software, LLC [[REGISTERED ADDRESS]]