Terms and Conditions - Organizer

1.         GENERAL

These Organizer Terms & Conditions (the “Terms”) govern the use of the Swiirl Pulse platform by event organizers, hosts, and meetup coordinators (collectively, “Organizer,” “you”). By creating an Organizer account, enabling a Pulse session, listing or hosting an event, or accepting a booked engagement, you agree to these Terms.

Company: Swiirl, Inc., a Delaware corporation ("Swiirl," “we,” “us,” or “our”).

2.         DEFINITIONS

• Pulse: Swiirl’s service that enables permissioned participation of a brand agent in small‑group conversations (virtual or in‑person) and converts those conversations into redacted transcripts, insights, sentiment, and a “Living Brief.”

• Brand: A business customer of Swiirl that sponsors or joins a Pulse session and may activate insights.

• Participants: Individuals attending an Organizer’s meeting or event.

• Consent Gate: Swiirl’s consent workflow (in‑room and/or in‑app) that records each Participant’s choice (e.g., Public, Anonymous/Aggregated, Do‑Not‑Store) before data capture.

• Organizer Content: Text, images, recordings you upload or provide (e.g., event details, logos, promotional materials).

• Session Outputs: Redacted transcripts, summaries, insights, sentiment, themes, and any derived analytical artifacts and dashboards produced by Pulse.

3.         ACCEPTANCE OF TERMS; UPDATES

By using Pulse as an Organizer, you accept these Terms and our Privacy Policy. We may update these Terms from time to time. Continued use after an update signifies acceptance of the revised Terms. Material changes will be communicated via the platform or email. 

4.         ELIGIBILITY AND ACCOUNT REGISTRATION

You must be at least 18 years old and capable of forming a binding contract.

You represent that you have the authority to bind any organization you act for and to grant the rights contemplated here.

You must provide accurate account information and keep it current. You are responsible for account access and activity.

5.        ORGANIZER OBLIGATIONS

• Lawful Events: You will host events compliant with all applicable laws, permits, and venue policies (including capacity, safety, and accessibility obligations). For IRL events, you are solely responsible for on‑site safety and logistics.

• Rights to Invite: You warrant you have all necessary rights to allow a Brand Agent and Pulse to join, capture, and process Session data, including the right to grant the licenses in Section 8.

• Participant Notices: You will use the Consent Gate and display required notices/signage (see Appendix A). You will not proceed with Pulse capture unless consent has been collected for all Participants.

• Minors: If minors are present, you will obtain verifiable parental/guardian consent and comply with youth‑protection and data laws. If such consent is not feasible, do not enable Pulse.

• No Sensitive Data: Do not intentionally collect or surface highly sensitive personal data (e.g., health diagnoses, financial account numbers, SSNs) during Pulse sessions. If inadvertently captured, it will be subject to redaction.

• Session Duration: Each Pulse-enabled meeting must be scheduled for 30–60 minutes (minimum 30 minutes; sessions longer than 60 minutes require prior written approval).

• Brand Agent Presence: The Brand Agent (or Pulse agent) must be able to participate in at least seventy‑five percent (75%) of the live meeting duration; Organizer will ensure timely access, audio, and reasonable participation.

6.       USE OF PULSE; ACCEPTABLE USE

• Recordings: Where enabled, Pulse may capture audio and/or text. You will not attempt to disable safety controls or circumvent the Consent Gate.

• Conduct: You will maintain a safe, respectful environment. Harassment, hate speech, illegal activity, and dangerous content are prohibited (see Appendix C).

• No Reverse Engineering: You will not copy, decompile, or attempt to derive the source code or models of Pulse.

• No Circumvention of Access Controls: Do not permit unapproved third‑party bots, scrapers, or recorders.

7.         PRIVACY, CONSENT AND DATA HANDLING

• Consent Gate Required: Organizer must ensure every Participant selects a consent option before any capture. Participants may change consent at any time, which will be honored prospectively.

• Redaction & Minimization: Pulse applies redaction and minimization; however, Organizer is responsible for discouraging disclosure of PII and for removing unapproved recordings or materials created outside Pulse.

• Privacy Policy: Personal data is handled per the Swiirl Privacy Policy, incorporated by reference.

8.         OWNERSHIP AND LICENSES

• Organizer Content: You retain ownership of Organizer Content. You grant Swiirl and the applicable Brand a non‑exclusive, worldwide, sublicensable license to use, host, reproduce, display, and distribute Organizer Content as reasonably necessary to operate Pulse, fulfill the engagement, and to create and display Session Outputs. You warrant you have rights to grant this license.

• Session Outputs: As between the parties, Swiirl owns the Session Outputs and the underlying methodologies, pipelines, and derivative works, excluding Organizer’s pre‑existing IP. Subject to these Terms and the applicable engagement, Organizer receives a limited license to view and download the relevant Session Outputs for internal use, community recaps, and program improvement. Session Outputs may be shared with the sponsoring Brand.

• Aggregated/Anonymized Data: Swiirl may use aggregated and anonymized data to improve services, benchmarking, and research, provided no individual or Organizer is identified without prior written consent.

9.        PAYMENTS, FEES AND TAXES

• Payouts: If an engagement includes Organizer compensation, payouts will be made through Swiirl’s payment provider (e.g., Stripe Connect) to the payment account you designate. Timing and amounts appear in your Organizer Dashboard and booking confirmation.

• Information Requirements: You must provide accurate payout and tax information (e.g., W‑9 or W‑8BEN). Failure to do so may delay or prevent payouts. You are responsible for all taxes arising from amounts paid to you.

• Set‑off & Chargebacks: Swiirl may set off amounts you owe (including chargebacks or refunds) against future payouts or invoice you directly.

• Payout Timing (Interim Process): Until integrated payouts are live, Swiirl will issue Organizer payouts after the end of each calendar month for eligible meetups that occurred in that month and have cleared any required review or refund windows. Payout status will be shown in your Organizer Dashboard.

• Payment Integration: Payment integrations are forthcoming; these Terms will be updated when integrated payouts launch.

10.        CANCELLATION, RESCHEDULING AND NO-SHOWS

• Each engagement may specify cancellation/reschedule windows, penalties, and refund terms, which will govern for that booking and appear in your confirmation.

• If not otherwise specified: (a) Brand cancellations ≥48 hours before the session incur no Organizer payment; <48 hours may incur a partial payment to Organizer at Swiirl’s discretion; (b) Organizer cancellations should be minimized; repeated cancellations or no‑shows may result in suspension.

11.         NON-CIRCUMVENTION; NON-SOLICITATION

For twelve (12) months following the most recent engagement with a Brand or contact introduced through Pulse, Organizer will not circumvent Swiirl to contract directly with such Brand for substantially similar services intended to avoid fees otherwise payable to Swiirl. This does not restrict Organizer’s pre‑existing bona fide relationships proven in writing.
Organizer will not solicit or induce Participants or Brands to abandon or breach their agreements with Swiirl.

12.         BRAND SAFETY AND CONTENT STANDARDS

Organizer agrees to uphold brand‑safety standards, avoid false claims, and follow any claim‑validation or topic guardrails communicated by Swiirl or the Brand. Organizer will promptly remove or correct content upon reasonable notice of legal, safety, or policy concerns.

13.         INSURANCE (IRL EVENTS)

If requested by Swiirl, Organizer will maintain commercial general liability insurance customary for events of similar size and risk and provide a certificate of insurance naming Swiirl as an additional insured.

14.         COMPLIANCE

Organizer will comply with applicable laws and policies, including: anti‑corruption (e.g., FCPA/UK Bribery Act), anti‑money laundering, economic sanctions, export controls, privacy/data protection, accessibility, and local permitting and safety rules. Organizer represents it is not owned or controlled by a sanctioned person or entity.

15.         CONFINTIALITY

Non‑public information disclosed by Swiirl or a Brand and marked confidential (or reasonably understood to be confidential) must be protected and used only to perform the engagement.

16.         PUBLICITY

Swiirl may list Organizer’s name and logo in a customer/partner list and case studies with Organizer’s prior consent (email suffices). Organizer may reference Swiirl similarly, subject to Swiirl brand guidelines.

17.         FEEDBACK

You may provide feedback or suggestions. Swiirl may use them without restriction or obligation, and no rights will be created by implication or estoppel.

18.         TERM; SUSPENSION; TERMINATION

These Terms begin upon account creation and continue until terminated. Swiirl may suspend or terminate access for breach, risk, legal reasons, or inactivity. Upon termination, licenses to Swiirl terminate except as to (i) Organizer’s retained rights in Organizer Content and (ii) your limited internal‑use rights to previously delivered Session Outputs (subject to these Terms).

19.        DISCALIMER

Pulse is provided “as is” and “as available.” To the maximum extent allowed by law, Swiirl disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non‑infringement. We do not guarantee any particular outcome, attendance, or revenue.

20.         LIMITATION OF LIABILITY

To the maximum extent permitted by law: (a) neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages; and (b) each party’s total liability arising out of or relating to these Terms will not exceed the greater of (i) amounts paid or payable by Swiirl to Organizer for the specific engagement giving rise to the claim in the 12 months prior to the event or (ii) US $1,000. These limits do not apply to amounts owed by Organizer, breaches of Section 10 (Non‑Circumvention), or indemnification obligations.

21.         IDEMNIFICATION

Organizer will defend, indemnify, and hold harmless Swiirl and its affiliates, officers, directors, and personnel from claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) Organizer’s events, conduct, or negligence; (b) Organizer Content or infringement of third‑party rights; (c) violation of law or these Terms; or (d) failure to obtain required consents.

22.         DISPUTE RESOLUTION; ARBITRATION; CLASS ACTION WAIVER

• Good‑Faith Resolution: The parties will first attempt to resolve disputes in good faith within 30 days.

• Binding Arbitration: Any dispute not resolved will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Rules. Seat: [Wilmington, Delaware] (or another mutually agreed location). Language: English. Judgment may be entered in any court with jurisdiction.

• Class Waiver: Disputes must be brought in an individual capacity, not as a class representative or member of a class or collective action.

• Injunctive Relief: Either party may seek temporary or preliminary injunctive relief in court to protect confidential information or IP.

23.         GOVERNING LAW; VENUE

These Terms are governed by the laws of the State of Delaware, excluding its conflicts of laws rules. Subject to Section 21, the exclusive venue for any permitted court action is state or federal courts located in New Castle County, Delaware.

24.         CHANGES TO SERVICES

We may modify or discontinue features with reasonable notice where practicable. Materially adverse changes to paid features in a booked engagement will allow cancellation without penalty upon prompt notice.

25.        NOTICES

Notices to Swiirl must be sent to: Swiirl, Inc., 254 Chapman Rd, Ste 208, Newark, DE 19702, USA support@swiirl.io (or as updated in the platform). Notices to Organizer may be sent to the email or address on file.

Under the CCPA and the CPRA amendment, you can exercise the following rights:

• Right to Know/Access

• Right to Delete

• Right to Opt-out of Sale

• Right to Non-Discrimination

• Right to Rectification

• Right to Limit Use and Disclosure of Sensitive Personal Information

Further, California’s “Shine the Light” law (Civil Code Section 1798.83) requires us to respond to requests from California asking about the business’s practices related to disclosing Personal Information to third parties for the third parties’ direct marketing purposes. You may make a request about our collection and disclosure of your Personal Information using the contact details provided.

Under the GDPR, you can exercise the following rights:

• Right to information

• Right to rectification

• Right to deletion

• Right to data portability

• Right of objection

• Right to withdraw consent

• Right to complain to a supervisory authority

• Right not to be subject to a decision based solely on automated processing.

If you have any questions about the nature of the Personal Information we hold about you, or if you wish to exercise any of your rights, please contact us at support@swiirl.io.

26.        MISCELLANEOUS

• Entire Agreement: These Terms, the Privacy Policy, and engagement/booking confirmations are the entire agreement and supersede prior discussions regarding Organizer use of Pulse.

• Assignment: You may not assign these Terms without Swiirl’s written consent. Swiirl may assign to an affiliate or in connection with a merger, acquisition, or asset transfer.

• Force Majeure: Neither party is liable for delays/failures due to causes beyond its reasonable control.

• Severability: If a provision is unenforceable, the remainder stays in effect and the provision is replaced with an enforceable one that most closely reflects the original intent.

• No Waiver: A failure to enforce is not a waiver of rights.

• Order of Precedence: If there is a conflict, engagement‑specific terms in a booking confirmation or SOW control over these Terms to the extent expressly stated.

27.         APPENDIX A - CONSENT

Signage / Pre‑Join Notice:

• “This session uses Swiirl Pulse to help summarize themes and insights. By joining, you’ll be asked to select your consent preference: (1) Public attribution, (2) Anonymous/Aggregated use, or (3) Do‑Not‑Store. You may change your preference at any time. Please avoid sharing sensitive personal information.”

• Virtual: Participants must click through the Consent Gate before entering.

• IRL: Display signage at entry; provide QR for Consent Gate; host confirms all attendees completed consent before discussion.

Consent Options:

1. Public: Quotes may be attributed to me by first name (or chosen display name) and used in session recaps.

2. Anonymous/Aggregated: My input may be used without identifying me; quotes may be paraphrased or anonymized.

3. Do‑Not‑Store: Do not store or use my input beyond minimal, ephemeral processing to run the session.

28.         APPENDIX B - PAYOUT AND FEES OVERVIEW (INFORMATIONAL)

• Engagement compensation, fees, and payout timing are shown in the Organizer Dashboard and booking confirmation.

• Taxes, chargebacks, refunds, and platform fees (if any) are applied per the engagement details. Swiirl may offset chargebacks/refunds against future payouts.

29.         APPENDIX C - ACCEPTABLE USE AND PROHIBITED CONTENT (NON-EXHAUSTIVE)

• Illegal activity; threats; harassment; hate speech; incitement of violence; exploitation; doxxing.

• Unauthorized sharing of others’ personal data; sensitive identifiers; medical/financial account data.

• IP infringement; counterfeit; fraud; deceptive or unsubstantiated claims.

• Dangerous activities without proper safeguards; weapons sales; illicit substances.