Terms of Service

Last Updated: August 12, 2023

1. Definitions

• "Agreement" means these Terms of Service.
• "GuestPass", "we", "us", or "our" refers to GuestPass (a tranding name of Machine Earth Limited), a company registered in England and Wales.
• "Services" means all services provided by GuestPass, including our event registration and guest management platform, check-in application, and related services.
• "User", "you", or "your" means any individual or entity that accesses or uses our Services.
• "Customer" means an organisation or individual that has entered into a project agreement to use our Services.
• "Attendee" means an individual who registers for or attends an event managed through our platform.

2. Account Registration and Eligibility

To use certain features of our Services, you must register for an account. When you register, you agree to:

• Provide accurate, current, and complete information.
• Maintain and promptly update your account information.
• Keep your password secure and confidential.
• Notify us immediately of any unauthorised use of your account.
• Be responsible for all activities that occur under your account.

You must be at least 18 years old to use our Services. By creating an account, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into this Agreement.

3. Project-Based Billing and Payment

Our Services are billed on a project-by-project basis. By engaging our Services, you agree to the following:

• You will pay all fees associated with your project as outlined in your project agreement or invoice.
• Project fees are billed according to the payment schedule in your project agreement.
• Payment terms are typically net 30 days from invoice date unless otherwise specified.
• We may require an initial deposit before commencing work on certain projects.
• You will provide current, complete, and accurate billing information.
• If payment is not received according to the agreed terms, we may suspend or terminate your access to the Services.
• Additional services requested outside the original project scope may be subject to additional fees.
• We reserve the right to adjust our pricing for future projects with reasonable notice.

4. Customer Data and Privacy

As a Customer, you own all data you input into our Services. You grant us a license to use, copy, transmit, store, and back up your data for the purpose of providing you with the Services and for any other purpose outlined in our Privacy Policy.

You are responsible for ensuring that your collection and use of Attendee data complies with all applicable laws, including data protection and privacy laws. You must obtain all necessary consents from Attendees for the processing of their personal data through our Services.

Our privacy practices are governed by our Privacy Policy, which is incorporated into these Terms by reference.

5. Event Data Collection and Usage

GuestPass collects various types of data through our Services, including:

• Registration Data: Information provided during the registration process, including personal details, preferences, and responses to custom questions.
• Check-in Data: Information about when and where attendees check in to events, including arrival times and entry points.
• Smart Wristband Data: Interaction data collected through NFC-enabled Smart Wristbands, including payments, access control usage, and activation engagement.
• Activation Interaction Data: Data collected from attendee interactions with activations such as NFCWall, DisplayGrid, GestureMove, PhotoBooth, and other interactive features.
• Analytics Data: Aggregated and anonymized data about event attendance, engagement patterns, and feature usage.

This data is processed and used for the following purposes:

• Providing and improving our Services
• Generating analytics and insights for event organizers
• Personalizing attendee experiences
• Facilitating payments and access control
• Enabling interactive features and activations
• Ensuring security and preventing fraud

Data retention periods vary based on the type of data and applicable legal requirements:

• Registration and Personal Data: Retained for up to 24 months after the event, unless otherwise specified or required by law.
• Payment Data: Retained in accordance with financial regulations and our payment processor's requirements.
• Interaction and Analytics Data: May be retained indefinitely in an anonymized form.

You can request the deletion of your personal data at any time, subject to legal retention requirements. Event organizers may also set their own data retention policies within the constraints of our platform capabilities.

6. Intellectual Property Rights

The Services, including all content, features, and functionality, are owned by GuestPass (a tranding name of Machine Earth Limited) and are protected by copyright, trademark, and other intellectual property laws. Our trademarks and trade dress may not be used in connection with any product or service without our prior written consent.

You retain ownership of all data you input into the Services. You grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, and display such content solely for the purpose of providing and improving the Services.

6.1 User-Generated Content

During events, you may create or contribute content through our Services, particularly when using interactive features and activations such as NFCWall, PhotoBooth, and other similar features. With respect to such user-generated content:

• You retain ownership of content you create, but grant GuestPass and the Event Organizer a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, display, and distribute such content in connection with the Services, the promotion of the event, and future marketing activities.
• For user-generated content that includes your likeness or personal information, you consent to its use in accordance with our Privacy Policy and these Terms, including potential public display at the event and in future promotional materials.
• You represent and warrant that any content you create or contribute does not infringe upon the rights of any third party and complies with all applicable laws and regulations.
• GuestPass and Event Organizers reserve the right to remove, edit, or reject any user-generated content at their sole discretion.

6.2 Event Content and Materials

Event materials, such as event graphics, themes, branding elements, and custom designs created for specific events remain the property of the respective Event Organizer or their licensors. GuestPass does not claim ownership of such materials but may require limited licenses to display and use them in connection with providing the Services.

7. User Conduct and Restrictions

When using our Services, you agree not to:

• Use the Services in any way that violates any applicable law or regulation.
• Impersonate or attempt to impersonate GuestPass, a GuestPass employee, or another user.
• Engage in any conduct that restricts or inhibits anyone's use of the Services.
• Attempt to gain unauthorised access to our systems or user accounts.
• Use the Services to transmit malware, viruses, or other malicious code.
• Use the Services to harvest or collect email addresses or personal information.
• Use the Services to send unsolicited communications or promotions.
• Attempt to decipher, decompile, disassemble, or reverse engineer any part of the Services.
• Use the Services in any manner that could damage or overburden our infrastructure.

8. Smart Wristbands and Payment Features

Our Services may include Smart Wristbands with NFC (Near Field Communication) functionality that enables various features at events. By using our Smart Wristbands, you agree to the following:

• Payments: Smart Wristbands may be used for contactless payments at events. You are responsible for all transactions made using your Smart Wristband.
• Security: You must keep your Smart Wristband secure and not allow others to use it for payments or access.
• Data Collection: Smart Wristbands collect data on your interactions with various event features and activations. This data is used to enhance your event experience and provide analytics to event organizers.
• Loss or Damage: You must promptly report any loss or theft of your Smart Wristband to event staff. Replacement fees may apply.
• Refunds: Any unused funds on Smart Wristbands may be refunded according to the specific event's refund policy, which will be communicated to you before or during the event.

9. Activation Services and Interactive Features

GuestPass provides various interactive activation services including but not limited to NFCWall, DisplayGrid, GestureMove, Leaderboard, PhotoBooth, and other custom integrations. By using these services, you agree to the following:

• Content Generation: Some activations allow you to create or contribute to content (photos, videos, interactive displays). You agree that any content you create or contribute may be displayed publicly at the event.
• Content License: You grant GuestPass and the event organizer a worldwide, royalty-free license to use, reproduce, display, and distribute any content you create or contribute through our activation services for the purposes of providing the Services and promoting the event.
• Content Restrictions: You agree not to create or contribute content that is illegal, offensive, infringing, or otherwise inappropriate. GuestPass and event organizers reserve the right to remove any content at their discretion.
• Data Collection: Our activation services collect data on your interactions and preferences to enhance your experience and provide analytics to event organizers.
• Availability: Activation services are subject to availability at each event and may be limited by factors such as venue constraints, technical issues, or capacity limitations.

10. Third-Party Services and Links

Our Services may integrate with or contain links to third-party websites or services. We are not responsible for the content, policies, or practices of any third-party websites or services. Your interactions with such websites and services are solely between you and the third party.

11. Integration Services and API Usage

GuestPass may offer integration capabilities and API access for customers who wish to connect our Services with their existing systems or third-party services. The following terms apply to such integrations:

• API Usage: If you are provided with API access, you agree to use it in accordance with our API documentation and any rate limits or usage restrictions we may impose.
• Custom Integrations: Custom integration development services may be subject to additional agreements and fees beyond these Terms.
• Security: You are responsible for maintaining the security of your API keys, tokens, and other credentials. You must promptly notify us of any security breaches or unauthorized access.
• Data Transfer: You are responsible for ensuring that any data transferred between our Services and your systems complies with applicable data protection laws and regulations.
• Service Level: While we strive to maintain high availability of our integration services, we do not guarantee uninterrupted or error-free operation of APIs or integrations. Specific service level agreements, if applicable, will be outlined in separate agreements.
• Changes to APIs: We may modify, update, or discontinue APIs or integration features at any time. We will use commercially reasonable efforts to provide advance notice of material changes.

12. Term and Termination

This Agreement will remain in effect until terminated by you or us. For project-based services, the Agreement generally remains in effect for the duration of the project and any subsequent maintenance or support period as outlined in your project agreement. We may terminate or suspend your access to the Services at any time, without prior notice, for any reason, including if you violate these Terms.

Upon termination:

• Your right to use the Services will immediately cease.
• We may delete any data associated with your account after a reasonable period.
• You will remain responsible for any outstanding payments due for services already rendered.
• Any provisions of these Terms that by their nature should survive termination will survive.

13. Limitation of Liability

To the maximum extent permitted by law, GuestPass shall not be liable for any indirect, incidental, special, consequential, or punitive damages resulting from your use of or inability to use the Services, including loss of profits, data, or business opportunities.

Our total liability for any claim arising out of or relating to these Terms or the Services shall not exceed the amount paid by you to GuestPass during the 12 months preceding the claim.

13. Disclaimer of Warranties

The Services are provided "as is" and "as available" without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, or course of performance.

We do not warrant that the Services will function uninterrupted, secure, or available at any particular time or location, or that any errors or defects will be corrected.

14. Indemnification

You agree to indemnify, defend, and hold harmless GuestPass, its affiliates, officers, directors, employees, agents, and licensors from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services.

15. Modifications to the Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by email or by posting a notice on our website. Your continued use of the Services after such modifications constitutes your acceptance of the modified Terms.

16. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions. Any legal action or proceeding arising under these Terms will be brought exclusively in the courts located in London, England, and you hereby consent to the personal jurisdiction and venue therein.

17. General Provisions

• Entire Agreement: These Terms constitute the entire agreement between you and GuestPass regarding the Services.
• Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or a waiver of any other term.
• Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
• Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign or transfer these Terms without restriction.
• Force Majeure: We will not be liable for any failure or delay in performance resulting from causes beyond our reasonable control.

18. Contact Information

If you have any questions about these Terms, please contact us at: