Terms of Service

AS PART OF THE REGISTRATION PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF RAPIDIONLINE'S ONLINE SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICE.

 

As part of the Service, Rapidionline will provide you with use of the Service, including a browser interface and data encryption, data transfer, access to the user interface and configuration. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Rapidionline website incorporated by reference herein, including but not limited to Rapidionline's privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.

Table of Contents

1. Privacy Policy; Disclosure
2. Subscription Grant & Restrictions
3. Your Responsibilities
4. Account Information and Data
5. API Terms
6. Intellectual Property Ownership
7. Who You Are Contracting With, Notices, Governing Law and Jurisdiction
8. Payment, Refunds, Upgrading and Downgrading Terms
9. Billing and Renewal
10. Non-Payment and Suspension
11. Cancellation & Termination
12. Termination for Cause
13. Representations & Warranties
14. Mutual Indemnification
15. Disclaimer of Warranties
16. Internet Delays
17. Limitation of Liability
18. Connectivity & Uptime Guarantee
19. Support
20. Modification to Terms
21. General Conditions
22. Definitions

1. Privacy Policy; Disclosure

  1. Rapidionline's privacy policy may be viewed at http://www.rapidionline.com/private-policy
  2. Rapidionline reserves the right to modify its privacy policy in its reasonable discretion from time to time.
  3. Individual users, when they initially signing up, will be asked whether or not they wish to receive marketing and other non-critical Service-related communications from Rapidionline from time to time.
  4. They may opt out of receiving such communications at that time or at any subsequent time by changing their preference under Edit My Information and by clicking the unsubscribe link in newsletters.
  5. Note that because the Service is a hosted, online application, Rapidionline occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service.
  6. If you become a paying customer of the Service, you agree that Rapidionline can disclose the fact that you are a paying customer and the version of the Service that you are using.

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2. Subscription Grant & Restrictions

  1. Rapidionline hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement.
  2. All rights not expressly granted to you are reserved by Rapidionline and its licensors.
  3. You may not access the Service if you are a direct competitor of Rapidionline, except with Rapidionline's prior written consent.
  4. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
  5. You shall not-subscribe, subsubscribe, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way, unless enrolled in Rapidi's partner program;
    1. modify or make derivative works based upon the Service or the Content;
    2. create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or reverse engineer or access the Service in order to build a competitive product or service, build a product using similar ideas, features, functions or graphics of the Service, or copy any ideas, features, functions or graphics of the Service.
  6. You may use the Service only for your internal business purposes and shall not:-send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
    1. send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or violtive of third party privacy rights;
    2. send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
    3. interfere with or disrupt the integrity or performance of the Service or the data contained therein; or attempt to gain unauthorized access to the Service or its related systems or networks.

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3. Your Responsibilities

  1. You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data.
  2. You shall:
    1. notify Rapidi immediately of any unauthorized use of any password or account or any other known or suspected breach of security;
    2. report to Rapidi immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users;
    3. not impersonate another Rapidi product user or provide false identity information to gain access to or use the Service.

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4. Account Information and Data

  1. Rapidi does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data").
  2. Even though Rapidi does not store any information when transferring your data, you, not Rapidi, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Rapidi shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store or transfer any Customer Data.

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5. API Terms

Any use of RapidiOnline's API (our web service based interface to the configuration), including use of the API through a third-party product that accesses RapidiOnline, is bound by the terms of this agreement plus the following specific terms:

  1. You expressly understand and agree that Rapidi shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Rapidi has been advised of the possibility of such damages), resulting from your use of the API or third-party products that access data via the API.
  2. Abuse or excessively frequent requests to RapidiOnline via the API may result in the temporary or permanent suspension of your account's access to the API. Rapidi, in its sole discretion, will determine abuse or excessive usage of the API. Rapidi will make a reasonable attempt via email to warn the account owner prior to suspension.
  3. Rapidi reserves the right at any time to modify or discontinue, temporarily or permanently, the functionality of the API (or any part thereof) with or without notice.

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6. Intellectual Property Ownership

  1. Rapidi alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the RapidiOnline Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service.
  2. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Rapidionline Technology or the Intellectual Property Rights owned by Rapidi.
  3. The RapidiOnline name, the RapidiOnline logo, and the product names associated with the Service are trademarks of Rapidi or third parties, and no right or subscription is granted to use them.

 

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7. Who You Are Contracting With, Notices, Governing Law and Jurisdiction

Who you are contracting with under this Agreement, who you should direct notices to under this Agreement, what law will apply in any lawsuit arising out of or in connection with this Agreement, and which courts can adjudicate any such lawsuit, depend on what Company Name is stated in your order form and subsequently on the invoice.

Company Name stated on order form/invoice etc. The governing law is: The courts having exclusive jurisdiction are:
Rapidi A/S,
Sdr. Tingvej 10
DK-6630 Rødding
+45 73 84 85 50
info@rapidionline.com
VAT No.: DK 18241099
CVR. No.: 18241099
Danish Court Denmark

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8. Payment, Refunds, Upgrading and Downgrading Terms

  1. You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable.
  2. Payments must be made annually in advance unless mutually agreed upon other conditions.
  3. All payment obligations are non-cancelable and all amounts paid are non-refundable.
  4. The conditions for the subscription period will be documented in an Order Form.
  5. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
  6. For any upgrade in version level, you will be charged the difference between the old and the new rate for your remaining billing cycle.
  7. Downgrading your Service will take effect after the date mutually agreed upon.
  8. Downgrading your Service may cause the loss of Content, features, or capacity of your Account. Rapidi does not accept any liability for such loss.

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9. Billing and Renewal

  1. Rapidi charges and collects in advance for use of the Service.
  2. Rapidi will automatically renew and issue an invoice to you each year on the subsequent anniversary or as otherwise mutually agreed upon.
  3. The renewal charge will be equal to the subscription fee in effect during the prior term, unless Rapidi has given you at least 30 days prior written notice of a fee increase, or a mutually agreed fee increase or decrease is agreed upon, which shall be effective upon renewal and thereafter.
  4. Fees for other services will be charged on an as-quoted basis. Rapidi's fees are exclusive of VAT, all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies or duties.
  5. You agree to provide Rapidi with complete and accurate billing and contact information.
  6. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and Subscription Administrator.
  7. You agree to update this information within 30 days of any change to it.
  8. If the contact information you have provided is false or fraudulent, Rapidi reserves the right to terminate your access to the Service in addition to any other legal remedies.
  9. You will be billed in Euro or USD as stated in your order form.
  10. If you want to dispute an invoice, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

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10. Non-Payment and Suspension

  1. In addition to any other rights granted to Rapidi herein, Rapidi reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears).
  2. Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection.
  3. You will continue to be charged for the version and volume during any period of suspension. If you or Rapidi initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above.
  4. You agree that Rapidi may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
  5. Rapidi reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service.
  6. You agree and acknowledge that Rapidi has no obligation to retain Configuration Data and that such Configuration Data may be irretrievably deleted if your account is 30 days or more delinquent.

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11. Cancellation & Termination

  1. This Agreement commences on the Effective Date.
  2. You are solely responsible for properly cancelling your subscription. A phone request to cancel your subscription is not considered cancellation. It has to be a written cancellation sent by email or post.
  3. You may cancel your subscription with at least 90 days prior notice, in written letter to Rapidi.
  4. All of your Configuration data will be immediately deleted from the Service upon cancellation. This information can not be recovered once your subscription is cancelled.
  5. If you cancel the subscription before the end of your current paid up period, your cancellation will take effect immediately after the subscription period and you will not be charged again.

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12. Termination for Cause

  1. Any breach of your payment obligations or unauthorized use of the Rapidi Technology or Service will be deemed a material breach of this Agreement.
  2. Rapidi, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement.
  3. In addition, Rapidi may terminate a free account at any time in its sole discretion.

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13. Representations & Warranties

  1. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
  2. Rapidi represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the RapidiOnline online help and documentation under normal use and circumstances.
  3. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

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14. Mutual Indemnification

  1. You shall indemnify and hold Rapidi, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with:
    1. a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party;
    2. a claim, which if true, would constitute a violation by you of your representations and warranties; or
    3. a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Rapidi gives written notice of the claim promptly to you; gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Rapidi of all liability and such settlement does not affect Rapidi's business or Service); provides to you all available information and assistance; and has not compromised or settled such claim.
  2. Rapidi shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with:
    1. a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party;
    2. a claim, which if true, would constitute a violation by Rapidi of its representations or warranties; or
    3. a claim arising from breach of this Agreement by Rapidi; provided that you promptly give written notice of the claim to Rapidi; give Rapidi sole control of the defense and settlement of the claim (provided that Rapidi may not settle or defend any claim unless it unconditionally releases you of all liability); provide to Rapidi all available information and assistance; and have not compromised or settled such claim.
  3. Rapidi shall have no indemnification obligation, and you shall indemnify Rapidi pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, and hardware or business process.

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15. Disclaimer of Warranties

Rapidi and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the service or any content. Rapidi and its licensors do not represent or warrant that: 

  1. The use of the service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data,
  2. The service will meet your requirements or expectations, Any stored data will be accurate or reliable,
  3. The quality of any products, services, information, or other material purchased or obtained by you through the service will meet your requirements or expectations,
  4. Errors or deffects will be corrected, or 
  5. The service or the server(s) that make the service available are free of viruses or other harmful components. The service and all content are provided to you strictly on an "as is" basis.

All conditions, representations and warranties, whether express, implied, statutory or otherwise, including without limitation, any implied warranty or merchantability, fitness for a particular purpose, or non infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by Rapidi and its licensors.

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16. Internet Delays

Rapidi's services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Rapidi is not responsible for any delays, delivery failures, or rather damage resulting from such problems.

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17. Limitation of Liability

In no event shall either parties aggregate liability exceed the amounts actually paid by and/or due from you in the twelve (12) month period immediately preceding the event giving rise to such claim. In no event shall either party and/or its licensor be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type of kind (including loss of data, revenue, profits, use or other economic advantage) arasing out of, or in any way connectedwith this service, including but not limited to the use or inability to use the service, or for any content obtained from or through the service, any interruption, inaccuracy, erroror omission, regardless of cause in the content, even if the party from which damages are being sought or such party's licensors have been previously advised of the possibility of such damages.

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18. Connectivity & Uptime Guarantee

RapidiOnline is hosted at Internap, Atlanta. Our hosting partners Internap and Rails Machine guarantee that network and server uptime of at least 99.9% of the time during any 12-month period. It does not cover any areas where Rails Machine has no direct influence, such as backbone provider failures, fiber-optic main line cuts, routing issues between the Customer's location and Internap data center. The uptime guarantee is also not applicable if the service interruption was caused by external issues such as Acts of God, Wars or any other natural or unnatural events that Rails Machine not directly influences. For more detailed description we refer to the Term of Service at Rails Machine and Internap.

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19. Support

  1. Rapidi provides technical support related to Rapidi products via MyRapidi.com. The SLA follows the terms defined in the subscription edition. The terms are found in the subscription price list.
  2. Rapidi categorizes the problems or questions in normal or urgent priority. We prioritize urgent problems to solve them as quickly as possible.
  3. Rapidi provides technical support to our subscribers only and not to any entity related to or contracting with the subscribers.

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20. Modification to Terms

  1. Rapidi reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service.
  2. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

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21. General Conditions

  1. You understand that Rapidi uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
  2. You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, RapidiOnline, or any other RapidiOnline service.
  3. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Rapidi.
  4. We may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
  5. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Rapidi customer, employee, member, or officer will result in immediate account termination.
  6. Rapidi does not warrant that
    1. the service will meet your specific requirements,
    2. the service will be uninterrupted, timely, secure, or error-free,
    3. the results that may be obtained from the use of the service will be accurate or reliable,
    4. any errors in the Service will be corrected.
  7. You expressly understand and agree that Rapidi shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Rapidi has been advised of the possibility of such damages), resulting from:
    1. the use or the inability to use the service;
    2. unauthorized access to or alteration of your transmissions or data;
    3. statements or conduct of any third party on the service; or any other matter relating to the service.
  8. The failure of Rapidi to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Rapidi and govern your use of the Service, super ceding any prior agreements between you and Rapidi (including, but not limited to, any prior versions of the Terms of Service).
  9. This Agreement shall be governed by Danish law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts of Denmark.

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22. Definitions

"Agreement" means these online terms of service and any materials available on the RapidiOnline website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Rapidi from time to time in its sole discretion.

"Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service.

"Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service or Data transferred between other systems by the Service.

"Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service.

"Initial Term" means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter).

"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

"Subscription Administrator(s)" mean those Users designated by you who are authorized to purchase subscriptions and extensions online and otherwise administer your use of the Service.

"Subscription Term(s)" means the period(s) during which a specified number of Users are subscribing to the Service pursuant to the Order Form(s).

"Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of subscriptions and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail).

"Rapidi" Rapidi A/S - Sdr. Tingvej 10, 6630 Rødding, Denmark, +45 73 84 85 50, info@rapidionline.com, www.rapidionline.com, VAT No.: DK 18241099, Registration Number: 18241099

"RapidiOnline" means all of RapidiOnline's or its licensors proprietary technology (including software, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Rapidi in providing the Service.

"Service(s)" means the specific products and services on Rapidionline developed, operated, and maintained by Rapidionline, accessible via http://www.rapidionline.com or another designated web site or IP address to which you are being granted access under this Agreement.

"User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Rapidi at your request).

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@rapidionline.com.

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Latest update November 2016