Term of Use
xRapid S.A. incorporated and registered in Luxembourg with company number B219453 whose registered office is at 29, Boulevard Prince Henri, L-1724 Luxembourg, Luxembourg, (the « Company”), any « Group Company » (any company that is a subsidiary or holding company from time to time of the Company, and any subsidiary from time to time of a holding company of the Company), and « Group Companies » (the Company and all subsidiaries or holding companies from time to time of the Company, and all subsidiaries from time to time of all holding companies of the Company, are referred to in this document indifferently as “xRapid”
This Term of Use Agreement and our Privacy Statement (together, these « Terms« ) describe the terms and conditions on which xRapid offers you access to the websites, applications and digital services on or to which these Terms are linked or referenced (collectively, the « Services« ).
Before accessing and using the Services, please read these Terms carefully because they constitute a legal agreement between xRapid and you.
BY ACCESSING AND USING THE SERVICES, YOU AFFIRM THAT:
YOU HAVE READ AND UNDERSTAND THESE TERMS;
YOU WILL COMPLY WITH THE TERMS; AND
YOU ARE AT LEAST THE AGE OF LEGAL MAJORITY IN YOUR PLACE OF RESIDENCE AND OTHERWISE LEGALLY COMPETENT TO ENTER INTO CONTRACTS.
IF YOU ARE USING THE SERVICES ON BEHALF OF YOUR EMPLOYER, YOUR ACCEPTANCE OF THESE TERMS IS DEEMED AN AGREEMENT BETWEEN YOUR EMPLOYER AND xRapid AND YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND YOUR EMPLOYER TO THESE TERMS.
If you do not agree to any of these Terms, please do not use the Services.
1. ADDITIONAL TERMS
Certain features of the Services, such as mobile applications (« Apps« ), promotions, offers and research studies, may be subject to additional terms and conditions (« Additional Terms« ) presented in conjunction with them. xRapid may present Additional Terms to you through the Services or offline. Regardless of how they are presented to you, xRapid requires that you agree to Additional Terms before using these features of the Services. Unless otherwise specified in Additional Terms, all Additional Terms are incorporated into these Terms. If you do not agree to Additional Terms, you will not have access to the Services to which they relate. These Terms and Additional Terms apply equally. If, however, any Additional Term is inconsistent with any provision of these Terms, the Additional Term will prevail but only for the Service(s) to which the Additional Terms apply.
2. CHANGES TO TERMS
The Effective Date of these Terms is set forth at the top of this webpage. As we add new features, we may amend or supplement these Terms. We will provide you with notice of material changes to these Terms and will not make changes that have a retroactive effect on your privacy rights unless we are legally required to do so or to protect other users’ use of the Services. Your continued use of the Services after the Effective Date constitutes your acceptance of the amended Terms. The amended Terms supersede all previous versions of or agreements, notices or statements about the Terms.
3. CONTENT OF THE SERVICES
The Services, including but not limited to any information, graphic, artwork, text, video clip, audio clip, trademark, logo, service mark and/or other content provided on, in or through the Services (collectively, « xRapid Content« ) are owned by xRapid or its licensors and protected under both United States and foreign copyright, trademark and other laws.
If you agree to these Terms, then xRapid grants you a personal, nonexclusive, nontransferable and limited license (without the right to sublicense) to access and use the Services and download, print and/or copy xRapid Content solely for your own use and subject to these Terms.
Nothing contained in these Services should be construed as granting, by implication, estoppel, or otherwise, any license or right in and to xRapid’s trademarks, logos or service marks (« Marks »), patents, trade secrets or other intellectual property embodied in the Services. Unauthorized use of any of the Marks or xRapid’s other intellectual property may violate law. All rights not expressly granted herein are reserved by xRapid.
Unless xRapid provides you with written authorization to do so, you may not:
- incorporate any xRapid Content into any other work (such as your own website) or use xRapid Content in any public or commercial manner;
- change any of the notices about copyright, trademarks or other intellectual property rights that may be part of the xRapid Content; or
- « deep link » to any of the Services (i.e., link to any page other than the home page of one of the Services).
YOUR USE OF THE XRAPID CONTENT IS SOLELY AT YOUR OWN RISK.
4. USE OF THE SERVICES
4.1. Eligibility: You must be the age of legal majority or older in your place of residence to use the Services. By using the Services, you represent to xRapid that you are at least the age of majority in your place of residence.
4.2 Your Account: If you create an account (« Account ») to use certain features of the Services, you agree that you will maintain your Account information to ensure that it is always current, complete and accurate. If you provide untrue, incomplete or inaccurate information, you understand that we have the right to terminate your Account and use of the Services.
By creating an Account, you agree that xRapid may contact you using the contact information that you provide when creating your Account.
Please do not share your Account with anyone else. You are responsible for all use of your Account, including use by others to whom you have provided access to your Account. You also are responsible for any use of your Account by any person that is caused by your failure to secure your user ID or password.
4.3. Your Responsibilities: You may use the Services for lawful purposes only. You may not use the Services in any manner that could damage, disable, overburden or impair xRapid’s servers or networks or interfere with any other party’s use and enjoyment of the Services.
You may not attempt to gain unauthorized access to the Services, other users’ Accounts or xRapid’s computer systems or networks through hacking, password mining or any other means. Without limiting any of the foregoing, you agree that you shall not and you agree not to encourage or allow any third party to:
- copy, modify, adapt, translate, reverse engineer, decode or otherwise attempt to derive or gain access to any portion of the Services or xRapid Content;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Services (or any features or functionality of the Services) to any third party for any reason;
- reformat or frame any portion of the web pages that are part of the Services; or
- create more than one Account by automated means or under false or fraudulent pretenses.
You are solely responsible for any and all charges, fees and other costs related to use of the Services. If you access and use the Services on your smartphone, tablet or other mobile device, you must have wireless service through Wi-Fi or a participating mobile service provider. All charges are billed by and payable to your company directly, before using our services we will have agreed on the price of our service.
5. DISCLAIMER OF WARRANTIES & LIMITATIONS OF LIABILITY
xRapid warrants that xRapid has validly entered into these Terms and has the legal power to do so. You warrant that you have validly entered into these Terms and have the legal power to do so. EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SERVICES ARE PROVIDED « AS IS » AND « AS AVAILABLE » WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. xRapid specifically disclaims all warranties and conditions of any kind, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, freedom from defects, uninterrupted use and all warranties implied from any course of dealing or usage of trade. xRapid makes no warranty as to the accuracy, completeness, currency or reliability of any of the Services. xRapid does not warrant that (i) the Services will meet your requirements, (ii) operation of the Services will be uninterrupted or virus- or error-free or (iii) errors will be corrected. Any oral or written advice provided by xRapid or its agents does not and will not create any warranty.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES WHICH MEANS THAT SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
Limitation of Liability
YOUR USE OF THE SERVICES IS AT YOUR OWN RISK.
XRAPID SPECIFICALLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICES, EVEN IF XRAPID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO RELIANCE BY ANY PARTY ON ANY CONTENT OBTAINED THROUGH THE USE OF THE SERVICES OR THAT ARISES IN CONNECTION WITH MISTAKES OR OMISSIONS IN, OR DELAYS IN TRANSMISSION OF, INFORMATION TO OR FROM THE USER, INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE SERVICES OR VIRUSES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, WAR, TERRORISM, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE SERVICES.
IF FOR ANY REASON THE DISCLAIMERS OF WARRANTIES OR LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 6 IS/ARE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN XRAPID’S MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES HEREUNDER SHALL BE LIMITED TO THE LESSER OF THE TOTAL FEES PAID BY YOU TO XRAPID DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY AND $1,000.
The foregoing disclaimer of liability will not apply to the extent prohibited by applicable law.
You acknowledge and agree that the above limitations of liability, together with the other provisions in these Terms that limit liability, are essential terms and that xRapid would not be willing to grant you the rights set forth in these Terms but for your agreement to the above limitations of liability.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS « A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. »
You agree to defend, indemnify and hold harmless xRapid and affiliates and their respective officers, directors, employees, agents and licensees from any and all liability including but not limited to costs, expenses, the costs of enforcing any right to indemnification hereunder and any insurance provider and attorneys’ fees brought against xRapid by any third party arising out of or are related to your violation of these Terms or use of the Services. xRapid reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. No settlement that affects the rights or obligations of xRapid may be made without xRapid’s prior written approval.
xRapid agrees to indemnify you for any direct damages that you suffer arising out of or related to any suit, action of proceeding by a third party to the extent such direct damages arise from a claim that your use of the Services in compliance with these Terms infringes a third party’s U.S. patent, copyright or trademark right.
7. APP UPDATES
xRapid may from time to time, in its sole discretion, develop and provide updates for Apps, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, « Updates »). Updates may also modify or delete in their entirety certain features and functionality. You agree that xRapid has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.
Based on your mobile device settings, when your mobile device is connected to the Internet, then either: (a) the Updates will automatically download and install; or (b) you may receive notice of or be prompted to download and install available Updates.
Please promptly download and install all Updates. If you do not, portions of the Services may not properly operate. You further agree that all Updates will be deemed part of the Services and subject to all terms and conditions of these Terms.
8. ELECTRONIC CONTRACTING
Your affirmative act of using and/or registering for the Services constitutes your consent to enter into agreements with xRapid electronically.
9. INFORMATION, NEWS AND PRESS RELEASES
The Services may contain information, news and/or press releases about xRapid. While this information was believed to be accurate as of the date it was prepared, xRapid disclaims any duty or obligation to update this information, news or any press releases. Information about companies other than xRapid contained in the news, press releases or otherwise, should not be relied upon as being provided or endorsed by xRapid.
10. THIRD-PARTY SITES & SERVICES
The Services may contain links to third-party websites and services, including social media (collectively, « Linked Services« ). Linked Services are not under the control of xRapid and xRapid is not responsible for Linked Services or for any information or materials on or any form of transmission received from any Linked Service. The inclusion of a link does not imply endorsement by xRapid of the Linked Service or any association with the operators of the Linked Service. xRapid does not investigate, verify or monitor the Linked Services. xRapid provides links to Linked Services for your convenience only. You access Linked Services at your own risk and subject to the privacy policies, terms and conditions of use and other legal provisions applicable to the Linked Services.
11. xRapid’s LINKING POLICY
Unless otherwise set forth in a written agreement between you and xRapid, you must adhere to the following rules if you link to any portion of the Services: (i) any link to the Services must be a text only link clearly marked « xRapid Service, » (ii) the appearance, position and other aspects of the link may not damage or dilute the goodwill associated with xRapid’s Marks, (iii) the link must « point » to the root domain name of the xRapid Services and not to other pages within the Services, (iv) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with xRapid, (v) when selected by a user, the link must display the Service on full-screen and not within a « frame » on the linking website or service, and (vi) xRapid reserves the right to revoke its consent to the link at any time and in its sole discretion.
12. DISPUTE RESOLUTION
The law of the State of California shall govern these Terms, without reference to its choice of law rules. You and xRapid agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the interpretation or construction of these Terms.
YOU AND XRAPID AGREE THAT EACH MAY BRING claims against the other only on an individual basis and not as a plaintiff or class member in any PURPORTED class or representative action or proceeding.
YOU AND XRAPID AGREE THAT ALL CLAIMS WILL BE RESOLVED BY BINDING ARBITRATION IN THE MANNER SPECIFIED IN THIS SECTION 13 AND THAT YOU AND XRAPID WAIVE ANY RIGHT TO BRING SUCH CLAIMS BEFORE ANY COURT OF LAW. RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION.
Any controversy or claim arising under or related to these Terms and their interpretation or the breach, termination or validity thereof, the relationships which result from these Terms, including disputes about the validity, scope or enforceability of these Terms to arbitration (collectively, « Covered Disputes« ) shall be settled by binding arbitration in accordance with the commercial rules of arbitration of the Center for Conflict Resolution (« CCR Rules« ). Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Los Angeles, California, and judgment on the arbitration award may be entered by any court of competent jurisdiction. Either you or xRapid may seek any interim or preliminary relief from a court of competent jurisdiction in Los Angeles County, California, necessary to protect the rights or property of you or xRapid pending the completion of arbitration.
Payment of all filing, administration and arbitrator fees will be governed by the CCR’s Rules. If the arbitrator determines the claim(s) you assert in the arbitration are frivolous, you agree to reimburse xRapid for all fees associated with the arbitration that xRapid paid on your behalf which you otherwise would be obligated to pay under the CCR’s Rules.
A single arbitrator will be selected in accordance with the CCR Rules. The arbitration shall be conducted in the English language. The arbitrator will have the power to grant whatever relief would be available in court under law or in equity and any award of the arbitrator will be final and binding on each of the parties. The arbitrator will not, however, have the power to award punitive or exemplary damages, the right to which each party hereby waives. The arbitrator will apply applicable law and the provisions of these Terms and the failure to do so will be deemed an excess of arbitral authority and grounds for judicial review. The arbitrator’s decision must be with written explanation and remain confidential.
If any provision of the agreement to arbitrate in this Section 13 is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced (but in no case will there be a class, representative or private attorney general arbitration). Regardless of any statute or law to the contrary, notice on any claim arising from or related to these Terms must be made within one (1) year after such claim arose or be forever barred. For purposes of this Section 13, these Terms and related transactions will be subject to and governed by the Federal Arbitration Act, 9 U.S.C. sec. 1-16 (FAA).
13. SECURITIES LAWS
The Services website may include statements concerning xRapid’s operations, prospects, strategies, financial condition, future economic performance and demand for xRapid’s products or services, as well as its intentions, plans and objectives, are forward-looking statements. These statements are based upon a number of assumptions and estimates that are subject to significant uncertainties, many of which are beyond our control. When used on or in the Services, words like « anticipates, » « expects, » « believes, » « estimates, » « seeks, » « plans, » « intends » and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The Services and the information contained herein do not constitute an offer or a solicitation of an offer for sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of xRapid’s securities-related filings or documents.
14. DATA PRIVACY AND PROTECTION
Please make sure that you carefully read our Privacy Statement to learn about the information that xRapid collects through the Services and how we process it.
15. US GOVERNMENT RIGHTS
Certain parts of the Services are commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor thereof, you receive only those rights with respect to the Services as are granted to all other users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
These Terms automatically terminate when you fail to comply with any term or condition of them. xRapid may terminate or modify your access to the Services, with or without notice to you, at any time for any reason. For example, access to the Services may be denied without notice if xRapid believes that you are a minor.
Termination will not limit any of xRapid’s other rights or remedies. Any provision that must survive in order to give proper effect to the intent and purpose of these Terms (including but not limited to Sections 6, 7, 13, 16, 19 and 20) shall survive termination.
17. APPLE DEVICE ADDITIONAL TERMS
If you access an App via a mobile device or tablet branded by Apple, Inc. (« Apple« ) and running Apple’s iOS (an « Apple Device« ), the following terms (« Apple Device Additional Terms« ) are hereby made part of these Terms:
- Conflicting Terms. If these Terms conflict with the Apple Device Additional Terms, then the Apple Device Additional Terms shall apply with respect to access and use of the Services via an Apple Device.
- Agreement with xRapid, Not Apple. You acknowledge that these Terms are an agreement between xRapid and you, and not with Apple. xRapid, not Apple, is solely responsible for any App you access via your Apple Device (« iOS App« ) and the content thereof. If these Terms are less restrictive with respect to an iOS App or otherwise conflict with, the Apple App Store Terms of Service (the « App Store Terms of Service« ), the App Store Terms of Service shall apply to the extent of any conflict.
- Scope of License. The license granted to use an iOS App is limited to a non-transferable license to use the App on an Apple Device that you own or control and as permitted by the usage rules set forth in the App Store Terms of Service.
- Maintenance and Support. xRapid is solely responsible for providing any maintenance and support services for an iOS App, as specified in these Terms or as required under applicable law. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to any iOS App.
- Warranty. xRapid is solely responsible for any product warranty, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the an iOS App to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price for the iOS App (if any) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS App and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty is xRapid’s sole responsibility.
- Product Claims. You hereby acknowledge that xRapid, not Apple, is responsible for addressing your or any third-party claims relating to an iOS App and/or use of an iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that an iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. These Terms do not limit xRapid’s liability beyond what is permitted by applicable law.
- Intellectual Property Rights. You acknowledge that, in the event of any third party claim that an iOS or your possession and use of an iOS App infringes that third party’s intellectual property rights, xRapid, not Apple, is solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
- Third Party Beneficiary. You hereby acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms with respect to any iOS App, and that, upon your acceptance of these Terms, Apple has the right (and deemed to have accepted the right) to enforce the Terms against you with respect to the iOS App as a third party beneficiary thereof.
- Questions or Complaints. Please address your questions, complaints or claims with respect to an iOS App to the Contact information set forth below.
- These Terms (which include our Privacy Statement) contain the entire understanding by and between xRapid and you with respect to the matters contained herein.
- These Terms inure to the benefit of and will be binding upon xRapid’s and your successors and assigns, respectively.
- These Terms may be assigned by xRapid but you may not assign these Terms without the prior express written consent of xRapid.
- If any provision of these Terms is or becomes unenforceable or invalid, the remaining provisions will continue with the same effect as if such unenforceable or invalid provision had not been used.
- If xRapid fails or you fail to perform any obligation under these Terms and the other party does not enforce such obligation, the failure to enforce on any occasion will not constitute a waiver of any obligation and will not prevent enforcement on any other occasion.
- Nothing contained in these Terms will be deemed to constitute xRapid or you as the agent or representative of the other or as joint venturers or partners.
- If xRapid is or you are prevented from performing or unable to perform any obligation under these Terms due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be extended for the period of delay or inability to perform due to such cause.
- Headings and captions are for convenience only.