Terms of Service

Effective Date: September 04, 2023

Welcome to Rapyd! Rapyd is a cloud services and hosting platform that provides cloud application deployment, infrastructure management, and other associated services (each a “Service”) under the domain names rapyd.cloud, my.rapyd.cloud, and rapydapps.cloud (“Websites”), (altogether the “Services”).

RAPYD – FZCO (“we,” “us,” “our,” or “Rapyd”) owns and provides the Services.

The Terms of Service (“Terms”) govern the access or use of our Services by individuals or organizations (“you,” “your,” or “Customer”). Our Service Level Agreement, Privacy Policy, Cookie Policy, Deprecation Policy, Beta Testing Policy, DMCA Copyright Policy, Trademark Notification Policy, Acceptable Use Policy, and Affiliate Program Policy are incorporated into these Terms whenever applicable. Together, they form a binding agreement between you and us.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, INCLUDING THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION ‎37 below THAT AFFECTS HOW DISPUTES ARE RESOLVED.

Your purchase, access, or use of any of our Services constitutes your acceptance of these Terms. Certain Services may require additional terms and conditions for which you can give your consent through clicking an “I AGREE” button or any similar methods of acquiring your consent, which will constitute your acceptance of the said terms and conditions. If there is a conflict between these Terms and additional terms applicable to a certain Service, the additional terms will control.

YOUR ACCOUNT
1. To use and access some parts of the Services, you may be required to create an Account in the Services (“Account”).
2. If you create an Account, you are required to provide information about yourself, such as your name, email address, phone number, date of birth, and other optional information on a voluntary basis (“Account Information”). You agree to provide and keep updated, accurate and complete Account Information. The use and processing of your Account Information is subject to our Privacy Policy.
3. If you are creating an Account for or on behalf of another person or entity, such as your company, employer, client, you represent and warrant that you are authorized to accept these Terms on that person’s or entity’s behalf, that by using our Services you are accepting these Terms on behalf of that person or entity, and that if you, or that person or entity, violates these Terms, you and that person or entity agree to be responsible to us.
4. “End Users” means any individual or entity with an Account that directly or indirectly accesses or uses the Services under or within your Account. For purposes of these Terms, the Account of your End Users are your Accounts, and the Terms are binding and applicable to your End Users. You are responsible for notifying your End Users of these Terms, including that these Terms are binding on them.
5. You are responsible for the security of your passwords and for any use of your Account. You are solely responsible for any and all activities that occur on your Account, regardless of whether you allowed them or not. If you become aware of any unauthorized use of your password or of your Account, you agree to notify us immediately.
6. You may neither share nor re-sell your Account to any third parties.
7. If there is a dispute about the identity of the owner of an Account, we reserve the right to investigate and determine ownership of the Account based on our sole discretion and in accordance with applicable laws.
THE SERVICES
1. For more information about the descriptions, inclusions, fees, and period of each Service that we provide, please see our product and services page.
2. If you purchase or subscribe to a Service, you can grant different levels of permissions to authorized End Users so that they can use the Service, and you may terminate or transfer control or ownership of the Service to another user.
SERVICE FEES
1. Fees. By purchasing or subscribing to a Service, you agree to pay for the subsisting service or subscription fees of the Services you select or use as posted at the time of your purchase or subscription (“Fees”). You agree to timely pay for all required Fees for the Services that you avail.
  1. Prepaid Services. For prepaid Services, you agree to pay the Fees at the beginning of the subscription period.
  2. Postpaid Charges and Services. For overages and other postpaid charges and Services, you acknowledge that the Fees will accrue, and you agree to pay the Fees once a month or when your use of the Services reaches a preset billing threshold, whichever occurs first.
  3. Automatic Renewal. To ensure uninterrupted service, our Services are automatically renewed. This means that unless you cancel a Service before the end of the applicable covered period, it will automatically renew. The Services are renewed for the same period interval.
2. Changes in Fees. We reserve the right to change the Fees upon reasonable prior notice to you. If you do not agree with a changed Fee, you may terminate your use of the Services prior to the new Fee taking effect.
3. Free Trials. We may offer (or act as intermediary in the offering of) certain services trials including the ability for you to install the said services on a temporary basis for trial purposes. YOU ACKNOWLEDGE THAT THESE SERVICES ARE INTENDED TO BE TEMPORARY INSTALLATIONS AND THAT WE MAY DELETE APPLICATIONS AND SHUT DOWN RELEVANT SERVERS AT ANY TIME. If you use a promotional Fee, promotional credit, or free trial, upon expiration of the promotion or free trial period, the regular Fees will automatically apply and be charged to your Payment Method.
4. Cancellation. If you choose to cancel your use of the Services, your use or subscription will remain active until the end of your then-current billing cycle.
PAYMENTS
1. Payment Method. To pay for the Fees, you may need to provide your name, credit card, billing address, and other payment information (“Payment Information”). You agree to provide current, complete, and accurate Payment Information, and must promptly update all such information in the event of changes (such as a change in credit card expiration date). Changes to such information can be made in your Account dashboard. You may also need to specify in or link a Payment Method to your Account (“Payment Method”). You must promptly notify your bank or financial institution if your payment method is canceled (e.g., for loss or theft) or otherwise inoperable. You may also be billed an amount up to your current balance at any time to verify the accuracy of your Payment Method.
2. Payment Processor. We use third-party payment processors to bill you and collect the Fees (“Payment Processor”). By entering into these Terms and using the Services, you agree to pay us through the Payment Processors, and you hereby authorize us and the Payment Processors to charge all Fees (including all applicable taxes) to your Payment Method. Further, you agree to be billed on a recurring basis and to be automatically charged by us or our Payment Processors using your Payment Methods. The processing of payments may be subject to the terms, conditions, and policies of the Payment Processors in addition to these Terms. We are not responsible for the acts or omissions of the Payment Processors. For more information, please read the terms and conditions of the Payment Processors here: https://www.paddle.com/legal/terms. If your Payment Method is subject to other terms and conditions, as set forth in order forms, invoices or otherwise, then those other terms and conditions shall apply in addition to these Terms.
3. Suspension. In case of nonpayment or continued failure to charge your Payment Method within fourteen (14) days from the due date of payment, we reserve the right to suspend your Account and disable your access to the Service for which the Fee was not paid.
4. Termination and Deletion of Data. In case of nonpayment or continued failure to charge your Payment Method within thirty (30) days from the due date of payment, we reserve the right to suspend your Account and disable your access to the Service for which the Fee was not paid. In case of termination under this subsection, we reserve the right to delete your data, records, and content from the Service, without liability of any kind, and without notice to you. In such case, you acknowledge and agree that such data, records, and content may no longer be recovered from our systems.
5. Taxes. You are responsible for any duties, customs fees, taxes, and related penalties, fines, audits, interest, and back-payments relating to your purchase of the Services, including but not limited to national, state, or local sales taxes, use taxes, value-added taxes (VAT) and goods and services taxes (GST) (collectively, “Taxes”). Unless otherwise stated, our pricing policies do not include and are not discounted or enhanced for any such Taxes. If we become obligated to collect or pay Taxes in connection with your purchase of the Services, those Taxes will be invoiced to you as part of a billing process or collected at the time of purchase. In certain states, countries, and territories, we may determine if your purchase of Services is subject to certain Taxes, and if so, may collect such Taxes and remit them to the appropriate taxing authority. If you believe that a given Tax does not apply or that some amount must be withheld from payments to us, you must promptly provide us with a tax certificate, withholding receipt, tax identifier (e.g., VAT ID) or other adequate proof, provided such information is valid and sufficiently authorized by all appropriate taxing authorities. You must also provide us with any tax identification information that is necessary for us to comply with our tax obligations, as we determine from time to time. You will be solely responsible for any misrepresentations made or non-compliance caused by you regarding Taxes, whether with respect to us or other parties, including any penalties, fines, audits, interest, back-payments, or further taxes associated with such misrepresentations or non-compliance.
6. Currency. Fees are stated in U.S. Dollars and, except as otherwise indicated at checkout, do not include any Taxes.
SUPPORT
1. We will provide the customer and technical support covered by the Services that you purchased. For more information, please see our product and services page and Service Level Agreement.
2. While our support staff are located around the world, to ensure we reach the widest possible audience our support services are offered in English only.
3. You may grant our support team access to your sites in order to troubleshoot and resolve problems. It is your responsibility to always obtain a backup of your site prior to requesting support or granting access to support staff. Further, you take full responsibility for lost content or any downtime as a result of support – both on staging and production sites. We strongly recommend that troubleshooting take place on staging environments first whenever possible.
4. In order to receive support for any Service, you must be using the most recent version of our Services. We make no guarantees and cannot provide support to anyone using outdated or otherwise altered versions of our products.
DOMAIN NAME SERVICES
1. When you register a domain or transfer an existing domain to the Services, the policies of the respective registry apply, and you become bound by the relevant registrar’s terms and conditions. Your domain is also subject to the policies of the Internet Corporation for Assigned Names and Numbers (“ICANN”). You can read about your rights and responsibilities as a domain name registrant under ICANN’s Registrar Accreditation Agreement and about domain name registration generally. These registrar terms are incorporated by reference into these Terms.
2. If you purchase a domain name through the Services, domain registration will be preset to automatically renew each year so long as your Account remains active. You acknowledge that it is your sole responsibility to deactivate the auto-renewal function should you choose to do so.
3. In case of termination or cancellation of your Account, your domain will no longer be automatically renewed. It will be your sole responsibility to handle all matters related to your domain with the domain provider.
4. All Domain Name System (DNS) records (other than Private DNS records) used in connection with the Services will be publicly available, and we will have no liability for disclosure of those DNS records.
PROFESSIONAL SERVICES
1. “Professional Services” are advisory and consulting Services that we may provide to help you use the other Services. We or any of its affiliates may enter into a separate agreement or addendum with you to provide Professional Services.
  We do not provide legal or compliance advice. You are responsible for making your own assessment of whether your use of the Services meets applicable legal and regulatory requirements.
2. We do not provide legal or compliance advice. You are responsible for making your own assessment of whether your use of the Services meets applicable legal and regulatory requirements.
THIRD-PARTY CLOUD SERVICES PROVIDERS
1. Some of the content that we make available to you through the Services may originate from a third-party cloud services provider (“Cloud Provider”). You may be required to establish your own account with the Cloud Provider. You will be solely responsible for paying for and establishing an account with the Cloud Provider (“Cloud Provider Account”), and for compliance with the terms of use applicable thereto.
2. Please read any Cloud Provider agreements as they may be applicable to you. You agree to uphold the agreements of any such Cloud Provider providers to whatever extent they apply to your use of their services and/or our Services.
3. You may be required to share with us your Cloud Provider Account credentials (the “CP Key”) that are necessary for use to access and manage your use of the Cloud Provider servers, including, without limitation, accessing servers as necessary to identify or resolve technical problems or to respond to any issues related to or connected with the Services. We will use reasonable efforts to maintain the confidentiality and security of your CP Keys.
4. The Cloud Provider may collect and store certain information about your use of the Services. For more information, please see our Privacy Policy.
5. As part of using the services of the Cloud Provider, you agree that your use of the Services may be terminated or replaced due to failure, retirement, or other requirements. THE USE OF THE SERVICES OF THE CLOUD PROVIDER DOES NOT GRANT YOU, AND YOU HEREBY WAIVE, ANY RIGHT OF PHYSICAL ACCESS TO, OR PHYSICAL POSSESSION OF, ANY SERVERS, EQUIPMENT, REAL OR PERSONAL PROPERTY, OR OTHER ASSETS OF SUCH CLOUD PROVIDER.
6. ALL CONTENT PROVIDED BY THE CLOUD PROVIDER IS THIRD-PARTY CONTENT AND PROVIDED TO YOU “AS IS,” AND YOUR USE THEREOF MAY BE SUBJECT TO CHANGE AND/OR REMOVAL AT ANY TIME BEYOND OUR CONTROL. WE SHALL UNDER NO CIRCUMSTANCES WHATSOEVER ACCEPT LIABILITY RESULTING FROM YOUR USE OF THE SERVICES OF THE CLOUD PROVIDER AND SUCH THIRD-PARTY CONTENT.
THIRD-PARTY SERVICES
1. The Services may display, permit access to or use of, install, or incorporate third-party content, promotions, websites, apps, software, services, and resources (collectively “Third-Party Services”) that are not under our control. You acknowledge that any Third-Party Services that you use in connection with the Services are not controlled by us, and you take sole responsibility and assume all risk arising from your interaction with or use of any Third-Party Services. The Third-Party Service may be changed, discontinued, or deprecated support at any time.
2. Third-Party Services may be used by you at your election. Third-Party Services are governed by separate terms and conditions accompanying such Third-Party Services, which terms and conditions may include separate fees and charges. You are responsible for reading, understanding, and complying with the license, terms and conditions, and privacy policy that applies to your use of any Third-Party Services.
3. Any license to use any Third-Party Service is granted directly from the original provider of the third-party application(s) directly to you. You agree to abide by all the terms and conditions of any such license. You will be solely responsible for paying for and obtaining the rights to any third-party applications you install and/or operate through and/or in connection with the Services, and for compliance with the applicable terms and conditions of each Third-Party Service application license.
ASSOCIATED SERVICES
1. When you use a Service, you may be able to use or be required to use one or more other Services (each, an “Associated Service”), and when you use an Associated Service, you are subject to the terms and Fees that apply to that Associated Service.
COMMUNICATION SERVICES
1. Electronic mail, simple notifications, and short messaging system services may be provided through or by the Services (each, a “Communication Service”).
2. Anti-Spam.
  1. If you use a Communication Service, you are, and we are not, the “sender” as defined in the CAN-SPAM Act or similar applicable law.
  2. You are responsible for complying with legal requirements related to unsolicited or unwanted communications, including without limitation, the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), the FTC’s Telemarketing Sales Rule, and the EU e-Privacy Directive, or any other similar telemarketing law, and all other applicable laws.
  3. You agree not to use the Communication Service for sending bulk emails, such as mass marketing emails; unsolicited and unwanted emails; phishing emails
3. We may log and use information such as server hostnames, IP addresses, timestamps, mail queue file identifiers, and spam filtering information for the purpose of troubleshooting or improving the Communication Services.
4. We may use a filtering service designed to filter harmful or unwanted communications, such as spam, phishing, spyware, and viruses. You acknowledge that the technological limitations of the filtering service will likely result in the capture of some legitimate communications and the failure to capture some unwanted communications, including those infected with viruses.
5. We may suspend or terminate access to a Communication Service or block or decline to send or receive a communication if our filtering or scan determines that the communication is harmful, unwanted, bounces back to us, or we receive abuse complaints (including complaints from third parties) in connection with the communication.
6. Fees. The Fees for a Communication Service will apply regardless of whether delivery of your communications is prevented, delayed, or blocked by our filtering service or due to reasons outside of our control.
7. Termination. If your Account and/or use of the Communication Service is terminated, we may delete your data and communications stored in the Communication Service.
UPDATES AND UPGRADES OF SERVICES
1. We have the right to update and upgrade any of the Services from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities or for any other reason at our sole discretion which we may decide. Your continued access to or use of any of our Services constitutes your acceptance of any such change and/or amendment.
MODIFICATION AND DISCONTINUATION OF SERVICES
1. We reserve the right to deactivate, terminate, prevent access to, disable services for, and/or delete any Account or access to the Services at any time at our sole discretion. We may, in our sole discretion, refuse to provide or continue providing the Services to any person or entity and change eligibility criteria at any time, including if they fail to comply with these Terms.
2. We reserve the right to modify or discontinue the features, functionality, and other attributes of the Services at any time in our sole discretion. You acknowledge and agree that we will not be liable to you in connection with its modification or discontinuation of the Services.
3. We retain the right (but not the obligation) to block any content or activity that we determine (in our sole discretion) to be illegal, harmful, or in violation of these Terms and our Acceptable Use Policy.
MAINTENANCE
1. From time to time, we may apply upgrades, patches, bug fixes, or other maintenance to the Services and Rapyd Content (“Maintenance”). We agree to use reasonable efforts to provide you with prior notice of any scheduled Maintenance (except for emergency Maintenance), and you agree to use reasonable efforts to comply with any Maintenance requirements that we notify you about.
2. If you have been charged for a Service for a period when that Service was unavailable, you may request a Service Credit equal to any charged amounts for such period. For more information, please see the applicable Service Level Agreement for each Service.
BACK-UPS
1. We may automatically back up and shut down applications and servers at various times, including without limitation, when you log out of the Services, if you do not respond to a prompt after a certain period of time, or if you explicitly request, or if we detect that your application or server is malfunctioning. The data and software backed up during this process (a “Backup”) can be restored, but such restoration is not guaranteed to reproduce the exact state of the application or server at the time the Backup was created, particularly if you have used the “terminal” capability or otherwise directly accessed the server. We do not promise to retain any preservations or Backups or guarantee the completeness of any such backups. You are solely responsible for the integrity, preservation, and backup of Your Content, regardless of whether your use of Services includes a backup feature or functionality, and to the fullest extent permitted by law, we shall have no liability for any data loss, unavailability, or other consequences related to the foregoing.
BENCHMARK
1. You may perform benchmarks or comparative tests or evaluations (each, a “Benchmark”) of the Services. If you perform or disclose, or direct or permit any third party to perform or disclose, any Benchmark of any of the Services, you (i) will include in any disclosure, and will disclose to us, all information necessary to replicate such Benchmark, and (ii) agree that we may perform and disclose the results of Benchmarks of your products or services, irrespective of any restrictions on Benchmarks in the terms governing your products or services.
YOUR CONTENT
1. “Your Content” means content which you may submit or upload, including messages, reviews, media, images, folders, data, text, and other types of work to the Services or as part of the Services.
2. You retain all rights to and ownership of Your Content.
3. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR YOUR CONTENT. Without limiting the foregoing, you are solely and fully responsible for (i) the design and development of Your Content (ii) all necessary changes to Your Content; (iii) all development, creation, editing, writing, testing, auditing, modification, and optimization necessary or desirable for the operation of Your Content; and (iv) optimizing the performance of Your Content. We have no obligation to monitor, validate, correct, or update Your Content in any way. You will provide the Services with Your Content in a form requiring no processing or modification by the Services. We may, in its sole discretion, alter, remove, or refuse to display any Your Content that is in violation of these Terms.
4. Our Limited License. In order to provide the Services, we must access and use Your Content in a variety of ways on your behalf. For the sole and limited purpose of providing you the Services, you hereby grant to us a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to access, use, copy, modify, publicly display, publicly perform, reproduce, translate, create derivative works from, and distribute Your Content, in whole or in part.
5. By using our Services, you grant us access to your website and database for the purpose of hosting and/or backing up Your Content.
6. We do not promise to retain any preservations or backups of Your Content. You are solely responsible for the integrity, preservation, and backup of Your Content, regardless of whether your use of Services includes our backup feature or functionality, and to the fullest extent permitted by law, we shall have no liability for any data loss, unavailability, or other consequences related to the foregoing.
7. Prohibited Content. You represent, warrant, and agree that Your Content shall not (i) infringe, misappropriate, or violate any patent, copyright, trademark, trade secret, confidentiality, moral, or privacy right, or any other proprietary or intellectual property right; (ii) be defamatory, fraudulent, false, misleading, or deceptive; (iii) constitute, consist of, or enable spam, phishing attempts, “chain letters”, “pyramid schemes”, or other Malicious Activity (defined below); (iv) be illegal pornographic, sexually obscene, sexually exploitative of children, or otherwise sexually explicit; or (v) promote terrorism, violence, discrimination, bigotry, racism, hatred, harassment, prostitution, human trafficking, or harm against any individual or group; or (vi) Your Content, and your or your End Users’ use of Your Content, will not violate these Terms (including the Acceptable Use Policy) or any applicable law, regulation, rule, or third party rights; (altogether “Prohibited Content”).
8. Determining whether Your Content is a Prohibited Content shall be in our sole discretion. If we reasonably believe any of Your Content is a Prohibited Content, we will notify you and may request that such content be removed from the Services or access to it be disabled. If you do not remove or disable access to the Prohibited Content within 24 hours of our notice, we may remove or disable access to the Prohibited Content or suspend the Services to the extent we are not able to remove or disable access to the Prohibited Content. Notwithstanding the foregoing, we may remove or disable access to any Prohibited Content without prior notice in connection with illegal content, where the content may disrupt or threaten the Services or in accordance with applicable law or any judicial, regulatory, or other governmental order or request. In the event that we remove Your Content without prior notice, we will provide prompt notice to you unless prohibited by law. We terminate the Accounts of repeat infringers in appropriate circumstances.
9. You will provide information or other materials related to Your Content as reasonably requested by us to verify your compliance with these Terms. You will reasonably cooperate with us to identify the source of any problem with the Services that we reasonably believe may be attributable to Your Content or any end user materials that you control.
10. “Individualized Usage Data” means data about your use of the Services that are specifically identified with your Account. We will not use Individualized Usage Data or Your Content to compete with your products and services.
11. Information included in resource identifiers, metadata tags, access controls, rules, usage policies, permissions, and similar items related to the management of the Services resources does not constitute Your Content. We recommend that you do not include personally identifying, confidential, or sensitive information in these items. We may collect and use this information in accordance with our Privacy Policy.
OUR CONTENT AND PROPERTY
1. “Rapyd Content” means content necessary to provide the Services, including but not limited to, software, servers, artwork, graphics, images, website templates and widgets, literary work, source and object code, computer code (including html), applications, audio, music, video and other media, designs, animations, interfaces, documentation, derivatives and versions thereof, the look, feel, and arrangement of the Services, methods, products, algorithms, data, logs, interactive features and objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains, customized URLs, trademarks, service marks, trade names and other proprietary identifiers, whether or not registered and/or capable of being registered, and any derivations thereof. Except for Your Content and Third-Party Content, all content in the Services is Rapyd Content.
2. Ownership. All legal rights, titles, and interests in and to the Rapyd Content are owned by us or licensed to us by our licensors, vendors, agents, or service providers, unless otherwise expressly agreed. All Rapyd Content are protected by trademark, copyright, moral rights, patent, and other laws relating to intellectual property rights. We and/or our licensors retain ownership rights, intellectual property rights, and all related rights over all Rapyd Content.
3. Your Limited License. Subject to your compliance with these Terms, you are granted a limited, non-exclusive, non-transferable, non-sublicensable, fully revocable license to access and use the Services and the Rapyd Content therein for the sole purpose of accessing and using the Services. No other licenses or rights are granted to you by implication or otherwise. Your use of the Services does not grant you or any transfer to you any right over the Services and the Rapyd Content therein.
4. You will not remove any copyright, trademark, patent or other proprietary notices from any Service or any Rapyd Content therein. Except when expressly permitted by these Terms or otherwise authorized by us in writing, or except as permitted by copyright law, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, lease, create derivative works from, transfer or sell any information or work contained on any Service any Rapyd Content therein.
5. Upon termination of these Terms or the Services, you shall no longer have any right or license to the Services and the Rapyd Content therein, and you must immediately cease use and destroy all copies of such in your possession.
YOUR REPRESENTATIONS AND WARRANTIES
By agreeing to these Terms, you covenant, represent and warrant that:
1. You have the full power and authority to enter into and perform under these Terms and form a binding contract on behalf of yourself or on behalf of the person or entity that you represent;
2. You will not, and will not permit others to, use any Service(s) (i) for any unlawful or illegal purpose or in connection with or in furtherance of any unlawful or illegal activity, (ii) in violation of any applicable law or regulation, (iii) in a manner that will, or is likely to, violate these Terms and our Acceptable Use Policy;
3. You will not, and will not permit others to, do any act which may interfere with or compromise the security or functionality of any Service(s), including without limitation attempting to probe or test the vulnerability of any system or network connected to or accessible by the Service(s);
4. No equipment owned, leased, maintained by or controlled by your or by any third party which is connected to or utilized the Service(s) with your consent will (i) interfere with or impair any Service(s), (ii) unlawfully interfere with or impair the transmission of privacy of any data or communications transmitted over the Service(s), or (iii) create, cause or contribute to the creation or causing of a hazard to us or over any plant, services or facilities of our any successors or assigns, subsidiaries, officers, directors, employees, agents, independent contractors, licensees, licensors, suppliers and customers or of any third party.
YOUR RESPONSIBILITIES
1. You will ensure that all information you provide to us via the Services (e.g., information provided in connection with your registration for the Services, requests for increased usage limits) is accurate, complete, and not misleading.
2. In connection with your use of the Services, you are responsible for maintaining licenses and adhering to the license terms of any software you run.
FEEDBACK
1. We welcome questions, comments, suggestions, and ideas about us and our Services (“Feedback”). If you provide a Feedback, you agree that it is non-confidential and shall become our sole property. We shall own exclusive rights to, including all intellectual property rights, and shall be entitled to the unrestricted use of Feedback, along with any changes, modifications, or upgrades we make to the Services based on the Feedback. You agree that we are not obligated to provide acknowledgment or compensation to you in exchange for Feedback.
PERSONAL DATA PROTECTION AND PRIVACY
1. We process Personal Information that you provide to us in accordance with the handling practices described in our Privacy Policy.
2. If we will be processing personal information from the EEA, Switzerland, or the United Kingdom on your behalf, and you wish to execute a Data Processing Addendum with us as required by the General Data Protection Regulation, then you may submit a request to [email protected]. We will process your request and may send you DPA for execution. A sample copy of the Data Processing Addendum is provided for informational purposes only.
TAX EXEMPT STATUS
1. To request tax exempt status for your Account, you must provide us with a valid tax exemption certificate or other equivalent documentation for the relevant jurisdiction. You are responsible for updating such documentation, so it is accurate at all times.
2. In certain jurisdictions, you may only use your tax-exempt Account to purchase services that are eligible for tax exemption. If you do not use services for the purpose for which your tax exemption applies, you are responsible for reporting and paying sales and use taxes for that usage directly to the relevant tax authorities to the extent required by law.
3. If you are required by law to pay us using your organization’s funds to qualify for your tax exemption, you warrant that purchases on your Account will be made with the tax-exempt organization’s funds.
4. We may, in our sole discretion, reject your request for tax exempt status or revoke the tax exempt status of your Account at any time.
THIRD-PARTY LINKS
1. The Services may include links to third party websites, services, or other resources on the Internet, and third party websites, services or other resources may include links to our Services as well. When you access third party resources on the Internet, you do so at your own risk. These third party resources are not under our control, and, to the fullest extent permitted by law, we are not responsible or liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of such resources. The inclusion of any such link does not imply our endorsement or any association between us and any third party. To the fullest extent permitted by law, we shall not be responsible or liable, directly, or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third party resource.
TRADE SANCTIONS
1. The Services are subject to the trade and economic sanctions maintained by the Office of Foreign Assets Control (“OFAC”). By accessing the Services, you agree to comply with these laws and regulations. Specifically, you represent and warrant that you are not (a) located in any country that is subject to OFAC’s trade and economic sanctions, currently Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine; or (b) an individual or entity included on any U.S. lists of prohibited parties including: the Treasury Department’s List of Specially Designated Nationals List (“SDN List”) and Sectoral Sanctions List (“SSI List”); or (c) subject to sanctions by the United States, European Union, United Kingdom, United Nations, or any other applicable government or international body.
2. Additionally, you agree not to – directly or indirectly – sell, export, reexport, transfer, divert, or otherwise dispose of any Services in contradiction with these laws and regulations. Failure to comply with these laws and regulations may result in the suspension or termination of your Account.
WARRANTY AND DISCLAIMER
1. No 100% Security Guarantee. We implement security measures to help protect the Services from security threats, including the measures set forth in our Data Processing Addendum. However, we cannot guarantee that our security measures will be error-free, that Services will always be secure, or that unauthorized third parties will never be able to defeat our security measures or those of our third-party service providers.
2. Legal Disclaimer. The Services, including without limitation any content delivered as a part thereof, are provided “as is” and on an “as available” basis. We disclaim all warranties of any kind, whether express or implied, relating to the Services and all content delivered in connection thereto, including but not limited to: (a) any implied warranty of merchantability, fitness for a particular purpose, title, quiet enjoyment, or non-infringement; (b) any warranty arising out of course of dealing, usage, or trade; or (c) any warranty or guaranty relating to availability, accuracy, error rate, system integrity, or uninterrupted access. We do not warrant that: (i) the Services will be secure or available at any particular time or location; (ii) any defects or errors will be corrected; (iii) any content or software available at or through the Services is free of viruses or other harmful components; or (iv) the results of using the Services will meet your requirements. Your use of the Services is solely at your own risk.
LIMITATION OF LIABILITY
1. WE ARE NOT RESPONSIBLE FOR YOUR CONTENT, THIRD-PARTY CONTENT, AND CONTENT OF OTHER USERS OR OTHER THIRD PARTIES THAT YOU ACCESS THROUGH YOUR USE OF THE SERVICES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE US FROM ALL LIABILITY RELATING TO SUCH CONTENT. YOU ACKNOWLEDGE AND AGREE THAT WE MAKE NO REPRESENTATIONS CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE WEBSITES OR CONTENT OF OTHER USERS THE SERVICES OR OTHER THIRD PARTIES, AND THAT WE ARE NOT RESPONSIBLE OR LIABLE FOR THE ACCURACY, QUALITY, LEGALITY, OR OTHER ATTRIBUTES OF SUCH CONTENT.
2. TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, SHALL WE OR ANY OTHER CONTRIBUTOR OR SUPPLIER THE SERVICES, BE LIABLE TO ANY PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, INTERRUPTION OF THE SERVICES, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF SUCH PARTY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. YOU FURTHER UNDERSTAND AND AGREE THAT WHILE EVERY REASONABLE PRECAUTION SHALL BE UNDERTAKEN BY US, WE ARE NOT /SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
  1. ANY CHANGES TO THE SERVICES MADE BY US, OR ANY TEMPORARY OR PERMANENT CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
  2. THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
  3. INTERRUPTION OF THE SERVICES, MALWARE (INCLUDING VIRUSES AND/OR TROJANS) AND/OR OTHER ERRORS OVER WHICH WE HAVE NO CONTROL;
  4. ANY THIRD PARTY SERVICES AND/OR CONTENT OF ANY KIND.
3. WITHOUT PREJUDICE TO THE FOREGOING, SHOULD A COURT OF LAW OR OTHER ADJUDICATING BODY STILL FIND AGAINST US REGARDING ANY MATTER RELATING TO THE SERVICES, OUR MAXIMUM LIABILITY AGAINST THE CLAIMANT SHALL NOT EXCEED THE TOTAL AMOUNT IN FEES WHICH THE CLAIMANT WAS PAYING/SHALL PAY FOR ONE MONTH OF THE SERVICES IN QUESTION. THE LIMITATIONS IN THIS SECTION 27 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
INDEMNIFICATION
1. To the fullest extent permitted by law, you are responsible for your use of the Services, and you shall defend, indemnify, and hold harmless us and our employees, officers, directors, affiliates, parent companies, agents, contractors, and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees and costs, that arise from or relate to Your Content, your End Users, or your access to or use of the Services, including your breach of these Terms or applicable law, willful misconduct, negligence, illegal activity, breach of security or data, unauthorized access to or use of your Account, unauthorized use of Confidential Information, or infringement of a third party’s right, including any intellectual property, confidentiality, property or privacy right. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, without limiting your indemnification obligations with respect to that matter, in which event you will make best efforts to assist and cooperate with us in defending the matter at your expense.
CONFIDENTIAL INFORMATION
1. Definition. To the extent you receive or possess any nonpublic information from us that is designated confidential or, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential, such information is our “Confidential Information” and must be handled according to these Terms. Confidential Information includes but is not limited to: (a) nonpublic information about our technology, customers, business plans, marketing and sales activities, finances, operations, and other business information; and (b) the existence and content of our discussions or negotiations with you regarding your Account and/or use of the Services.
2. Exclusions. Confidential Information does not include any information that: (i) is or becomes publicly available without breach of these Terms; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the information by a wrongful or tortious act or by violating the rights of us or third parties; or (iv) can be shown by documentation to have been independently developed by you without reference to the Confidential Information.
3. Non-Use and Non-Disclosure. You may not use Confidential Information except in connection with your use of the Service as permitted under these Terms or as separately authorized in a signed writing by us. You agree to not disclose Confidential Information during the term of these Terms, after you cease using the Services and after these Terms otherwise no longer apply. You will take all reasonable measures to avoid disclosure or unauthorized use of Confidential Information, including at least the measures you take to protect your own confidential information of a similar nature.
4. General. You further agree and undertake that: (a) no right or license is granted to you in relation to any of the Confidential Information other than as expressly set out in these Terms; (b) we accept no responsibility for and make no representations or warranties, express or implied with respect to the accuracy or completeness of any of the Confidential Information and we will not be liable to you or any third party for any loss resulting from use of the Confidential Information; (c) no failure or delay by us in exercising any right or power under these Terms will operate as a waiver of that right or power and no single or partial exercise of that right or power will preclude any other or further exercise of that right or power or the exercise of any other right or power; and (d) At any time upon our written request, you will within twenty-four (24) hours return to us all documents and other material in your possession, custody or control that bear or incorporate any of the Confidential Information and you will not keep or will destroy any copies or reproductions of any of the Confidential Information or any other documents containing or reflecting any Confidential Information made by you or on your behalf either in written or electronic form.
5. Unauthorized Use or Disclosure. You acknowledge, understand and agree that any unauthorized use (whether for your advantage or the advantage of another) or disclosure by you or any of your End Users who are permitted by you to access the Confidential Information, except as may be permitted by law, will give rise to an offence under the applicable federal laws of the United Arab Emirates.
6. Remedies. You further agree and acknowledge that damages would not be an adequate remedy for any breach of these confidentiality obligations and we will be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of these confidentiality obligations and no proof of special damages will be necessary for the enforcement of these confidentiality obligations. You undertake to indemnify us against all liability or loss arising directly or indirectly from, and any costs, charges and expenses incurred in connection with any breach by you of the terms of these confidentiality obligations, with any sum due under this subsection to be paid without any deduction or set-off (and irrespective of any counterclaim) whatsoever.
PUBLICITY
1. You grant us a limited, non-exclusive, and royalty-free license to use your name, logos, and related trademarks on our Websites or in other marketing communications for the sole purpose of referencing you as a Rapyd customer. You may revoke the rights granted to us in this Section 30 at any time by emailing [email protected].
TERMINATION
1. Termination for Convenience. We may terminate the use of your Account and/or any Service at any time for any or no reason when your use is for free.
2. Termination for Breach. We may terminate the use of your Account and/or any Service:
  1. if you breach any part of these Terms or any agreement you entered with us, and that breach is not remediable;
  2. if you breach any part of these Terms or any agreement you entered with us, and that breach is not remedied within twenty-four (24) hours of your receiving written notice of the breach;
3. Termination for Misbehavior. Rapyd FZCO reserves the right to discontinue any Service(s) without any refund whatsoever if any action from the customer towards any of Rapyd FZCO’s employee(s) is deemed as misbehavior by Rapyd FZCO, whereas “misbehavior” means any and all actions and attitudes from the customer that are deemed to be outside of the accepted norm, including but not limited to any type of harassment, use of hateful, foul, threatening, or diminishing language, any activity with the intent to extract an unfair advantage, etc.
4. Effects of Termination. Upon any such termination or suspension, you are not permitted to register for another Account or access the Services without our prior written permission. Upon termination, any and all rights granted to you by these Terms will immediately be terminated, and you must also promptly discontinue all use of the Service.
5. Survival. Upon any termination, expiration, discontinuance, or suspension of these Terms for any reason, any provision that, in order to give proper effect to its intent, should survive the termination, expiration, discontinuance, or suspension of these Terms, shall so survive.
AGE RESTRICTIONS
1. By using the Services, you represent and warrant to us that: (a) you are 18 years of age or older; or (b) you are otherwise legally capacitated to enter into contracts under the laws that apply to you. If you are a minor or otherwise legally incapacitated to enter into contracts, you are required to read these Terms with your parent or guardian. Your parent or guardian shall be bound by these Terms and responsible for all of your access and use of the Account or Services, including purchases.
2. You acknowledge that the Services are not intended to be technology protection measures that will help you comply with the Children’s Online Privacy Protection Act (COPPA) or Children’s Internet Protection Act (CIPA).
CHANGES TO THE TERMS OF SERVICES
1. If we update these Terms or any of its incorporated documents, we may provide notice of such updates, such as by sending an email notification to the email address listed in your Account and/or updating the “Effective Date” date at the beginning of these Terms. Updates will be effective on the date specified in the notice. By continuing to access or use the Services after the date specified in the notice or updated Terms, you are agreeing to accept and be bound by the updated Terms and all of the terms incorporated therein. If you do not agree to the updated Terms, then you may not continue to use the Services and your sole and exclusive remedy is to deactivate your Account and otherwise discontinue use of the Services.
NOTICES
1. You irrevocably agree to accept all notices, of whatever nature, legal or otherwise, by electronic mail or other digital delivery system at our discretion for any matter or any proceeding for which notice is required.
2. The email address you provide when you create your Account (“Designated Email Address”) shall be used for official notification purposes related to your Account and the Services. You agree to verify that email sent by us successfully reaches the inbox associated with your Designated Email Address and to update your Designated Email Address when necessary. In addition, you acknowledge that we may post official notifications within the Services. You acknowledge and agree that if you do not read email sent by us, regularly log into the service to read posted notifications, and take corresponding action, our provision of the Services may be negatively impacted, and any such impact will not be covered by the Service Level Agreement.
STATEMENT FOR MODERN DAY SLAVERY
1. We confirm that neither us nor any entity that we own or control is involved in Modern Slavery practices including servitude and forced or compulsory labor. We further confirm that Modern Slavery is not occurring in our business operations and activities and any entity that we own or control. We do not enter into business with any entity which, to the best of our knowledge, knowingly supports or is found to be involved in Modern Slavery practices.
FORCE MAJEURE
1. If either you or us shall be prevented from performing any portion of these Terms (except the payment of money) by causes beyond its control, including labor disputes, civil commotion, war, governmental regulations or controls, casualty, inability to obtain materials or Service(s) or acts of God, such party shall be excused from performance for the period of the delay and the time for such party’s performance shall be extended for a period of time equal to the duration of such delay.
DISPUTE RESOLUTION, ARBITRATION, AND WAIVER OF JURY TRIAL
1. PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES WITH US AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.
2. Informal Resolution. We want to address your concerns without resorting to a formal legal case. Before filing a formal legal claim against us, please contact us at [email protected]. We’ll try to resolve the dispute and address your concerns. If a dispute is not resolved within 15 days after submission, you or we may bring a formal proceeding as set forth in this Section 37.
3. Mandatory Arbitration. Any dispute, controversy, or claim arising out of or relating to the Services or these Terms, or the breach thereof, shall be exclusively settled by arbitration administered by the Dubai International Arbitration Center in accordance with its DIAC Arbitration Rules 2022, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof; provided, however, that you and us are not required to arbitrate any dispute in which either party seeks equitable or injunctive relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, patents, or any other Confidential Information or intellectual property.
4. Exclusive Jurisdiction and Venue. You and we agree that arbitration will occur exclusively in Dubai, United Arab Emirates, and that arbitration will be conducted confidentially by a single arbitrator. If for any reason these Terms to arbitrate do not apply to the dispute, you and we agree that any judicial proceeding, including any appeal of an arbitration award, will be brought exclusively in the courts located in the Dubai, United Arab Emirates. Both you and Rapyd exclusively consent to venue and personal jurisdiction in Dubai, United Arab Emirates.
5. Choice of Law. The Agreement and the resolution of any disputes shall be governed by and construed in accordance with the laws of the United Arab Emirates without regard to its conflict of laws principles.
6. WAIVERS. BOTH YOU AND US WAIVE THE RIGHT TO A JURY TRIAL. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU WAIVE ANY RIGHT TO COMMENCE A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE ACTION OR PROCEEDING.
GENERAL
1. Entire Agreement. These Terms, including all documents expressly incorporated by reference herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
2. Headings. Use of section headers in these Terms are for convenience only and will not have any impact on the interpretation of any provision.
3. Interpretation. Any use of the singular shall be reasonably construed as if it also includes the plural, and vice versa. If not already specified, any use of “including” or “such as” shall be construed to mean “including but not limited to.”
4. Separability. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
5. No Waiver. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself.
6. Assignment. You may not assign, transfer, or delegate these Terms of Service or any of your rights and obligations under these Terms of Service, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign, transfer, or delegate these Terms of Service or our rights and obligations under these Terms of Service without notice or consent. Subject to this section, these Terms of Service will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns, and any assignment or transfer in violation of this section will be void.
CONTACT INFORMATION
1. The Services are owned and operated by RAPYD – FZCO, with business address at Premises No: DSO-THUB-G-D-FLEX-G032C, Building Name: THUB, Area Name: Dubai Silicon Oasis, Dubai, UAE. You may contact us by sending correspondence to the foregoing address or by emailing us at [email protected].