RAPIDIONLINE 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.
Welcome
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.
1. Privacy & Security; Disclosure
Rapidionline’s privacy and security policies may be viewed at http://www.rapidionline.com
Rapidionline reserves the right to modify its privacy and security policies in its reasonable discretion from time to time.
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.
They may opt out of receiving such communications at that time or at any subsequent time by changing their preference under Edit My Information.
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.
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.
2. Subscription Grant & Restrictions
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.
All rights not expressly granted to you are reserved by Rapidionline and its licensors.
You may not access the Service if you are a direct competitor of Rapidionline, except with Rapidionline’s prior written consent.
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.
You shall not
subscription, subsubscription, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way;
modify or make derivative works based upon the Service or the Content;
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.
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;
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;
send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
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.
3. Your Responsibilities
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.
You shall:
notify Rapidionline immediately of any unauthorized use of any password or account or any other known or suspected breach of security;
report to Rapidionline immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users;
not impersonate another Rapidionline user or provide false identity information to gain access to or use the Service.
4. Account Information and Data
Rapidionline does not own any data, information or material that you submit to the Service in the course of using the Service (“Customer Data”).
Eventhough Rapidionline does not store any information when transferring your data, you, not Rapidionline, 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 Rapidionline shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store or transfer any Customer Data.
5. API Terms
Any use of the API, 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:
You expressly understand and agree that Rapidionline 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 Rapidionline 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.
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. Rapidionline, in its sole discretion, will determine abuse or excessive usage of the API. Rapidionline will make a reasonable attempt via email to warn the account owner prior to suspension.
Rapidionline reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice.
6. Intellectual Property Ownership
Rapidionline 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.
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 Rapidionline.
The Rapidionline name, the Rapidionline logo, and the product names associated with the Service are trademarks of Rapidionline or third parties, and no right or subscription is granted to use them.
7. Payment, Refunds, Upgrading and Downgrading Terms
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.
Payments must be made annually in advance unless mutually agreed upon other conditions.
All payment obligations are non-cancellable and all amounts paid are non-refundable.
The Free Light Version is free of charge.
If you initially sign up for a Light, Standard, Advanced or Unlimited Version, the Version Level and the Volume Category will be determined.
The conditions for the subscription period will be documented in an Order Form.
When starting a new service, the Volume Category (small, medium, large or unlimited) is determined based on information from the customer on the expected average total number of records updated per day and the size of the data.
In general the small volume allows up to 100 records updated per day, medium volume allows up to 250 records updated per day, large volume allows up to 1000 records updated per day and the unlimited volume allows unlimited records updated per day.
The categorization of volume will be revised periodically.
An upgrade from the free version to any paying version will end your free version. You will be billed from your first month immediately upon upgrading.
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.
For any upgrade in version level, you will be charged the difference between the old and the new rate for your remaining billing cycle.
Downgrading your Service will take effect after the date mutually agreed upon.
Downgrading your Service may cause the loss of Content, features, or capacity of your Account. Rapidionline does not accept any liability for such loss.
8. Billing and Renewal
Rapidionline charges and collects in advance for use of the Service.
Rapidionline will automatically renew and issue an invoice to you each year on the subsequent anniversary or as otherwise mutually agreed upon.
The renewal charge will be equal to the then-current number of total subscriptions times the subscription fee in effect during the prior term, unless Rapidionline has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter.
Fees for other services will be charged on an as-quoted basis. Rapidionline’s 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.
You agree to provide Rapidionline with complete and accurate billing and contact information.
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.
You agree to update this information within 30 days of any change to it.
If the contact information you have provided is false or fraudulent, Rapidionline reserves the right to terminate your access to the Service in addition to any other legal remedies.
You will be billed in Euros.
If you believe your bill is incorrect, 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.
9. Non-Payment and Suspension
In addition to any other rights granted to Rapidionline herein, Rapidionline reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears).
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.
You will continue to be charged for the version and volume during any period of suspension. If you or Rapidionline 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.
You agree that Rapidionline may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
Rapidionline reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service.
You agree and acknowledge that Rapidionline has no obligation to retain Customer Data and Configuration Data and that such Customer Data and Configuration Data may be irretrievably deleted if your account is 30 days or more delinquent.
10. Cancellation & Termination
This Agreement commences on the Effective Date.
You are solely responsible for properly cancelling your account. An email or phone request to cancel your account is not considered cancellation. You can cancel your account be contacting Rapidionline and asking for the appropriate procedure to terminate your subscription agreement.
All of your Content and Configuration will be immediately deleted from the Service upon cancellation. This information can not be recovered once your account is cancelled.
If you cancel the Service 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.
Rapidionline, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, or any other Rapidionline service, for any reason at any time.
Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account.
Rapidionline reserves the right to refuse service to anyone for any reason at any time.
11. Termination for Cause
Any breach of your payment obligations or unauthorized use of the Rapidionline Technology or Service will be deemed a material breach of this Agreement.
Rapidionline, 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.
In addition, Rapidionline may terminate a free account at any time in its sole discretion.
12. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
Rapidionline 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 online Rapidionline help documentation under normal use and circumstances.
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.
13. Mutual Indemnification
You shall indemnify and hold Rapidionline, 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 by you of your representations and warranties; or
a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Rapidionline
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 Rapidionline of all liability and such settlement does not affect Rapidionline’s business or Service);
provides to you all available information and assistance; and
has not compromised or settled such claim.
Rapidionline 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 U.S. patent issued as of the Effective Date, or a trademark of a third party;
a claim, which if true, would constitute a violation by Rapidionline of its representations or warranties; or
a claim arising from breach of this Agreement by Rapidionline; provided that you
promptly give written notice of the claim to Rapidionline;
give Rapidionline sole control of the defense and settlement of the claim (provided that Rapidionline may not settle or defend any claim unless it unconditionally releases you of all liability);
provide to Rapidionline all available information and assistance; and
have not compromised or settled such claim.
Rapidionline shall have no indemnification obligation, and you shall indemnify Rapidionline 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
14. Disclaimer of Warranties
RAPIDIONLINE 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. RAPIDIONLINE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) 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, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS 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 OF 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 RAPIDIONLINE AND ITS LICENSORS.
15. Internet Delays
RAPIDIONLINE’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. RAPIDIONLINE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
16. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY’S 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 LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH 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, ERROR OR 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.
17. 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, DNS or Registrar issues with the Customer’s domain name, routing issues between the Customer’s location and Rails Machine 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 directly influence. For more detailed description we refer to the Term of Service at Rails Machine and Internap.
18. Support
It is important to Rapidionline to provide a good and quick technical support to our subscribers. Our well-educated support staff will have it as the highest priority to answer your question and assists in solving your problems. We limit our technical support to our area of expertise. The following is our guideline when providing support: Rapidionline provides support related to your Service. In general we answers support questions within a few hours on week-days during normal business hours. We categorize the problems or questions in normal or urgent priority. We handle the urgent problems as high priority cases in order to solve the problem as quick as possible. Rapidionline provides technical support to our subscribers only and not to any entity related to or contracting with the subscribers. The way to request technical support is to utilize the technical support area of the website of Rapidionline.
19. Modification to Terms
Rapidionline 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.
You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
20. General Conditions
Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis.
Technical support is only provided to paying account holders and is only available via email.
You understand that Rapidionline uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
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.
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 Rapidionline.
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.
Verbal, physical, written or other abuse (including threats of abuse or retribution) of any RapidiOnline customer, employee, member, or officer will result in immediate account termination.
You understand that the technical processing and transmission of the Service, including your Content, may be transferred unencrypted and involve
transmissions over various networks; and
changes to conform and adapt to technical requirements of connecting networks or devices.
Rapidionline does not warrant that
the service will meet your specific requirements,
the service will be uninterrupted, timely, secure, or error-free,
the results that may be obtained from the use of the service will be accurate or reliable,
the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and
any errors in the Service will be corrected.
You expressly understand and agree that RapidiOnline 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 RapidiOnline has been advised of the possibility of such damages), resulting from:
the use or the inability to use the service;
the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service;
unauthorized access to or alteration of your transmissions or data;
statements or conduct of any third party on the service; or any other matter relating to the service.
The failure of Rapidionline 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 RapidiOnline and govern your use of the Service, super ceding any prior agreements between you and RapidiOnline (including, but not limited to, any prior versions of the Terms of Service).
This Agreement shall be governed by the laws of EU – specifically France, 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 France.
21. 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 Rapidionline 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 extentions 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). “Rapidionline” means collectively RAPIDI S.A.R.L having its principal place of business at 19, Grand Rue, 11500 Quillan, France – Registration Number: 49340425500017. “Rapidionline Technology” means all of RapidiOnline’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Rapidionline 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 Rapidionline at your request). “Volume Category” When starting a new service, the volume category (small, medium, large or unlimited) is determined based on information from the customer on the expected average total number of records updated per day and the size of the data. In general the small volume allows up to 100 records updated per day, medium volume allows up to 250 records updated per day, large volume allows up to 1000 records updated per day and the unlimited volume allows unlimited records updated per day. The categorization of volume will be revised periodically.
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@rapidionline.com
