Terms of service

BY PLACING AN ORDER OR SIGNING UP ON MYRAPIDI.COM YOU ACCEPT AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS (HEREINAFTER, THE “TERMS OF SERVICE”). THESE TERMS OF SERVICE ARE A LEGAL AGREEMENT (HEREINAFTER, THE “AGREEMENT”) BETWEEN YOU (“YOU”, “YOUR”) AND RAPIDI (“RAPIDI”, “WE”, “OUR” OR “US”) AND GOVERN YOUR USE OF RAPIDI’S ONLINE SERVICE, INCLUDING ITS OFFLINE COMPONENTS (COLLECTIVELY, THE “SERVICE”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THESE TERMS OF SERVICE, AND BY ACCEPTING THE TERMS OF SERVICE, YOU ARE DOING SO ON BEHALF OF THAT ENTITY (AND ALL REFERENCES TO “YOU”, “YOUR” SHALL REFER TO THAT ENTITY). IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ABIDE BY THE ABOVE, YOU MAY NOT USE THE SERVICE.

As part of the Service, Rapidi 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 consent to comply with and abide by this Agreement and all other terms stipulated on Rapidi’s website, including, but not limited to, Rapidi’s Privacy Policy.

The latest version of the Terms of Service can be reviewed by clicking on the “Terms & Conditions” at our website www.rapidionline.com.

1. DEFINITIONS

In this Agreement the following terms shall have the following meanings:

”Agreement" means these Terms of Service, any other special terms stipulated on Rapidi’s website, and any appendix hereto as may be amended from time to time.
” 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 date you accept this Agreement or the date you begin using the Service.
”Initial Term" means the period during which you are obliged to pay for the Service, equal to the billing frequency (e.g., when the billing frequency is yearly, the Initial Term is the first year).
”Intellectual Property Rights" means all unpatented inventions, patent applications, patents, registered and unregistered designs, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other forms of intellectual property rights, derivatives thereof, and forms of protection of a similar nature wherever in the world enforceable.
“Renewal Date” means the date on which the Subscription Term must be renewed.
”Subscription Administrator(s)" means those users, designated by you, who are authorized to purchase subscriptions and extensions online and otherwise administer your use of the Service.
”Subscription Period(s)" means the period(s) during which you are subscribing the Service.
”Order Form(s)" means the form evidencing the initial subscription of the Service and any subsequent Order Forms submitted online or in written form, specifying, among other things, the subscriptions Edition and other services contracted for, the applicable fees, the billing period, and other charges as agreed between the parties. Each such Order Form is incorporated herein and becomes a substantial part of this Agreement (in the event of a conflict between the terms of this Agreement and the terms of any such Order Form, the terms of the Order Form shall prevail).
”Rapidi" means 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 Rapidi and 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 products and services developed, operated, and maintained by Rapidi, that are accessible via http://www.MyRapidi.com or another designated website 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).

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2. PRIVACY

1.  Rapidi ensures that all personally identifiable information is handled in accordance with our Privacy Policy and applicable regulations on the protection of personal data. Privacy Policy is an integral part of this Agreement.
2. Rapidi reserves the right, at its sole discretion, to modify and update the Privacy Policy at any time. Any changes to Privacy Policy will be effective immediately upon posting them on the website. Rapidi will notify you about any changes by email. You are at all times subject to the latest version of Privacy Policy. The use of the Service following any such change constitutes your consent to follow and be bound by the Privacy Policy as changed.
3. Upon the initial registration, you can select and deselect the information you wish to receive from Rapidi. When you sign up to receive marketing and other non-critical Service-related information, you also accept that Rapidi is entitled to store and use information for such communications.
4. Regardless 2.3, Rapidi may occasionally need to provide you with important information regarding the operation of the Service. Rapidi will provide such information by email to the email address provided by you.
5. Unless otherwise agreed Rapidi is entitled to use you as customer reference by mentioning your company logo, name, country and integration end-points.
   Rapidi ensures that all personally identifiable information is handled in accordance with our Privacy Policy and applicable regulations on the protection of personal data. Privacy Policy is an integral part of this Agreement.

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3. SUBSCRIPTION GRANT AND RESTRICTIONS

1. Rapidi 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. Rapidi and its licensors reserve all rights not expressly granted under this Agreement (or separate agreements), and no additional rights are granted under this Agreement by implication or otherwise.
3. Rapidi’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
4. If you are Rapidi’s direct competitor, you may not access the Service without the prior written express consent of Rapidi.
5. If you are not enrolled in Rapidi’s Partner Program, you are not entitled to sell, assign, distribute, license, rent, lease, lend out or in any other way transfer access to the Service, the Content or any rights granted hereto to any third party.
6. You may use the Service solely for your internal business purposes and shall not: (a) Send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights. (b) Interfere with or disrupt the integrity or performance of the Service or the data contained therein. (c) Attempt to gain unauthorized access to the Service or its related systems or networks.
7. Rapidi may, but have no obligation to, remove a Service containing Content that it determines to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, otherwise objectionable or violative of any party’s Intellectual Property Rights or this Agreement.

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4. 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 must immediately notify Rapidi of any unauthorized use of any password or account or any other known or suspected breach of security and immediately put best efforts in place to prevent or cease any copying or distribution of the Content that you or your Users are aware of and report to Rapidi without further ado. Moreover, you may not impersonate another Rapidi product user or provide false identity information to gain access to the Service.

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5. ACCOUNT INFORMATION AND DATA

1. Rapidi does not own any Customer Data.
2. Rapidi does not permanently store any Customer Data when transferring Customer Data.  
3. You shall bear the sole and full responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data.

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6. CONFIGURATION PLATFORM TERMS

Any use of Rapidi's Configuration Platform (www.MyRapidi.com), including the use of the Rapidi Configuration Platform through a third-party product that accesses RapidiOnline, is bound by this Agreement along with the following 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 Rapidi Configuration Platform or third-party products that access data via the Rapidi Configuration Platform.
2. Abuse or excessively frequent requests to Rapidi via the API may result in the temporary suspension or permanent termination of your account's access to the Configuration Platform. Rapidi holds a sole discretion right to determine what constitutes an abuse or excessive usage of the Configuration Platform. Rapidi will make a reasonable attempt via email to warn the account owner prior to suspension.

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7.INTELLECTUAL PROPERTY RIGHTS

1. Rapidi (together with its licensors, if any) hold a sole proprietorship of all the rights, titles and interests, including all related Intellectual Property Rights, in and to the Rapidi Technology, the Content and the Service. Any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party associated with the Service falls under the same proprietary scope.
2. Except as provided in the Terms of Service or certain license agreement, no part of the Service or Content may be copied, reproduced, republished, localized, uploaded, posted, publicly displayed, encoded, translated, transmitted, modified, decompiled, reverse engineered, disassembled or distributed in any way to any other computer, server, website or other medium for any purpose.
3. RapidiOnline and all other names or logos associated with or reflecting Rapidi’s business are trademarks owned by Rapidi or third parties. The use of such trademarks without Rapidi’s express prior written consent may constitute an infringement of Intellectual Property Rights.

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8. Billing and Renewal

1. The Service is billed yearly in advance as specified in the Order Form. Other services will be billed on an as-quoted basis.
2. Your subscription will automatically renew each year. The new Subscription Term will commence on the next day after the ending of the previous Subscription Term. You will be billed for your subscription on your Renewal Date.
3. The renewed subscription is deemed to maintain a continuous equivalent price, unless otherwise mutually agreed upon. Rapidi reserves a right, in its sole discretion, to revise pricing for the subscription at any time with a notice of minimum 30 (thirty) days prior to a Renewal Date.
4. You warrant that you provide Rapidi with complete, accurate and up-to-date contact and billing information as indicated on the applicable Order Form. Rapidi must be informed immediately of any changes to your contact or billing information. It is your responsibility to ensure that Rapidi has the correct information in the system at all times for the duration of your subscription. Any changes can be send to finance@rapidionline.com. In case the provided information is false or fraudulent, Rapidi reserves a right to unilaterally terminate your access to the Service as well as seek for any other legal remedies.
5. In case you want to dispute an invoice, you shall notify Rapidi in writing within 30 (thirty) days from the date of a relevant invoice. Eligibility for adjustments or credits will be determined by Rapidi on a case-by-case basis.

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9. PAYMENT, UPGRADING AND DOWNGRADING TERMS

1. Conditions applicable to the subscription term will be laid-out in an Order Form. 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. Rapidi reserves the right to unilaterally suspend or terminate this Agreement and your access to the Service if your account is delinquent for 30 (thirty) days. Overdue invoices are subject to a monthly 1.0% interest on any outstanding balance, or the maximum permitted by law, whichever is less, along with the collection expenses.
3. All payment obligations are peremptory and irrevocable, and all amounts paid are non-refundable.
4. All fees are exclusive of VAT and local taxes, including levies, or any other duties imposed by taxing authorities. Therefore, it is your sole responsibility to pay all such taxes, levies, or duties.
5. For any Service upgrade, you will be charged the difference between the old and the new rate for your remaining billing cycle.
6. Downgrading your Service will take effect after the next Renewal Date and has to be ordered with a notice of minimum 30 (thirty) days prior to a Renewal Date. Downgrading your Service may cause the loss of Content, features, or capacity of your Account. Rapidi shall not be held responsible or liable for such loss.

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10. TERMINATION

1. The only valid method for terminating your subscription is to notify Rapidi by email at finance@rapidionline.com.
2. The Service can be terminated by both parties with a notice of minimum 90 (ninety) days before the Renewal Date. Later termination will result in automatic renewal and you will be charged for the entire subsequent Subscription Term. If you or Rapidi initiates termination of this Agreement, you will be obliged to pay the balance due on your account in accordance with applicable pricing.
3. Rapidi has no obligation to retain Configuration Data and that such Configuration Data may be deleted if your Agreement is terminated.
4. Any breach of your payment obligations or unauthorized use of Rapidi Technology or the Service constitutes a material breach of this Agreement. Material breach or failure to otherwise comply with this Agreement may result in immediate termination of this Agreement.
5. Rapidi may terminate a trial account at any time.

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11. 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:
   - A claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party;
   - A claim, which if true, would constitute a violation of your representations and warranties;
   - A claim constituting a breach of this Agreement committed by you or your users, provided that in any such case Rapidi:
   
   • gives you a prompt written notice of the claim.
   • 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 you with all available information and assistance;
   • 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:
   - A claim alleging that the Service directly infringes a copyright, a patent, or a trademark of a third party;
   - A claim, which if true, would constitute a violation of Rapidi's representations or warranties;
   - A claim arising from the breach of this Agreement committed by Rapidi, provided that you:

• give Rapidi a prompt written notice of the claim

• 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 Rapidi with all available information and assistance;
• have not compromised or settled such claim.

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12. WARRANTY

1. Rapidi warrants that, for the period of the subscription, that the Service(s) will operate substantially in accordance with the specifications published on wiki.rapidionline.com. If it is determined that a Service does not operate substantially in accordance with the specifications published on wiki.rapidionline.com for such Service, then at Rapidi’s sole discretion, such Service will be modified or replaced so that it does operate substantially in accordance with such specifications, or, at Rapidi’s choice, the amount paid by Customer to Rapidi for the Service which fails to so operate in accordance such specifications will be refunded to Customer and thereupon the Subscription to use such Service shall terminate. Rapidi shall have no warranty obligations whatsoever with respect to any Service which has been modified in any manner from the form in which it was delivered by Rapidi.
2. 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 damage resulting from such problems.
3. RapidiOnline is Hosted at Zayo, Georgia, USA and is using Rails Machine, Georgia, USA to obtain a fully managed hosting. The hosting services and conditions may be further covered by a DPA (Data Processing Addendum) between you and Rapid.

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13. LIMITATION OF LIABILITY

1. In no event shall either of the parties aggregate liability that would exceed the amounts actually paid and/or due in the period of 12 (twelve) months immediately preceding the event giving rise to such claim.
2. In no event shall either of the parties and/or its licensors be liable to anyone for any direct, indirect, incidental, special, consequential, punitive, exemplary, or other damages of any kind (including, but not limited to, loss of data, revenue, profits, use or other economic advantage and intangible losses) resulting from:
   •    the use or inability to use the Service;
   •    unauthorized access to or alteration of your transmissions or data;
   •    statements or conduct of any third party on the Service;
   •    any content obtained from or through the Service;
   •    any interruption, inaccuracy, error omission, regardless of the 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.
3. Rapidi is not liable in case of events that constitute Force Majeure including, but not limited to, Acts of God, changes to law or regulations, war, riots, insurrection, strikes, terrorist acts, nuclear accidents, fire, embargoes, failure of telecommunications, power blackouts, Acts of hackers, serious computer virus and Force Majeure affected suppliers.

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14. SUPPORT

1. Rapidi provides technical support related to its products via MyRapidi.com. The Service Level Agreements follows the levels defined in our subscription overview found on our homepage:  www.rapidionline.com/pricing-rapidionline.
2. Rapidi classifies its inquiries into “normal” and “urgent” incidents, with the latter being prioritized highest.
3. Rapidi provides technical support exclusively to its direct subscribers. No entities related to or contracting with Rapidi’s subscribers are entitled to receive support.

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15. LAWS AND JURISDICTION

1. This Agreement shall be governed by the substantive laws of the Kingdom of Denmark.
2. The parties shall endeavor to solve all disputes or disagreements through mutual negotiations. If the dispute or disagreement cannot be resolved through negotiations, the dispute or disagreement shall be referred to mediation. If the parties have not been able to agree on the appointment of a mediator within 14 (fourteen) days after either party has requested mediation, the parties agree that the mediator shall be appointed by the “Mediationsinstituttet”, the Danish Mediation Institute (www.mediationsinstituttet.com), after request for initiation of mediation was filed by either party and mediation shall be performed in accordance with the Rules of Procedure of the Danish Mediation Institute applicable at the time when such proceedings are commenced. Mediation shall take place in Copenhagen, Denmark. The costs of the mediator shall be shared equally between the parties. Mediation shall not affect the right of a party to initiate arbitration proceedings in accordance with the provisions below or to take any other legal steps stated herein.
3. If the mediation proceedings are terminated without a settlement, the dispute shall be finally settled by the Danish Institute of Arbitration in accordance with the Rules of Simplified Arbitration Procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The arbitral tribunal shall consist of 1 (one) arbitrator. The seat of arbitration shall be in Copenhagen, Denmark. The language to be used in the arbitral proceedings shall be English.

If you have any 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 May 2019