These Terms of Service along with any other terms and policies referenced herein,
and are incorporated herein by reference and form an integral part hereof, as
amended from time to time (these "Terms") constitute a legally binding agreement,
governing your access to, and the use of https://rapidigitalservices.com and any
related website and applications owned or operated by Rapidigital Services Private
Limited, and the use of, and registration with, Rapidigitalservices.com (defined
below) through the “Sites”, a mobile application or through any other means. These
Terms are between Rapidigital Services Private Limited , “us”, “we” or “our”) and
you, either individually, or on behalf of your employer or any other entity which you
represent (“you” or “your”). In case you represent your employer or another entity,
you hereby represent that (i) you have full legal authority to bind your employer or
such entity (as applicable) to these Terms; and (ii) after reading and understanding
these Terms, you agree to these Terms on behalf of your employer or the respective
entity (as applicable), and these Terms shall bind your employer or such entity (as
the case may be).
YOU ACKNOWLEDGE THAT THESE TERMS ARE BINDING, AND YOU AFFIRM AND SIGNIFY YOUR
CONSENT TO THESE TERMS, BY EITHER: (I) CLICKING ON A BUTTON OR CHECKING A CHECKBOX FOR
THE ACCEPTANCE OF THESE TERMS; OR (II) REGISTERING TO, USING OR ACCESSING THE SERVICE,
SITES OR RAPIDIGITAL SERVICES.COM MOBILE APPLICATION, WHICHEVER IS EARLIER.
IF YOU DO NOT AGREE TO COMPLY WITH, AND BE BOUND BY, THESE TERMS OR DO NOT HAVE
AUTHORITY TO BIND YOUR EMPLOYER OR ANY OTHER ENTITY (AS APPLICABLE), PLEASE DO NOT
ACCEPT THESE TERMS OR ACCESS OR USE THE SERVICE OR THE SITES OR RAPIDIGITAL SERVICES
The rapidigitalservices.com/digitaltracker platform is a work management tool
that transforms the way teams work together, with the aim to build a culture of
transparency, ownership and accountability, inclusive of any and all functionalities,
application programming interface and tools offered as part of Rapidigital services
platform, offered online and via a mobile application.
We may add, modify or discontinue any feature, functionality or any other tool, within
the Service and/or Sites, at our own discretion and without further notice.
You hereby acknowledge that your purchase of the Service and/or Third Party
Services (as defined below) hereunder are not contingent on the delivery by us of
any future release of any functionality or feature, including without limitation, the
continuance of: (i) a certain Service beyond its current Subscription Term; or (ii) Third
Party Services, or dependent on any public comments we make, orally or in writing,
regarding any future functionality or feature.
To register to the Service for the first time, you shall create an account with the
Service. By creating an account (“Account”) and registering to the Service you
become, either individually or on behalf of your employer or any entity, on behalf of
whom you created the Account, a rapidigitalservices.com/digitaltracker customer (the
When creating an Account or when you are added into an Account and creating your
user profile (the “User Profile”), you: (i) agree to provide us with accurate,
complete, and current registration information about yourself; (ii) acknowledge that it
is your responsibility to ensure that your password remains confidential and secure;
(iii) agree that you are fully responsible for all activities that occur under your User
Profile and password, including any integration or any other use of third party
products or services (and associated disclosure of data) in connection with the
Service; and (iv) undertake to promptly notify us in writing if you become aware of
any unauthorized access or use of your Account or User Profile and/or any breach
of these Terms. We may assume that any communications we receive under your
User Profile have been made by you. Customer will be solely responsible and liable
for any losses, damages, liability and expenses incurred by us or a third party, due
to any unauthorized usage of the Account by either you or any other User or third
party on your behalf.
You understand and agree that we may require you to provide information that may
be used to confirm your identity and help ensure the security of your Account and/or
User Profile. In the event that you or the Admin lose access to an Account or
otherwise request information about an Account, we reserve the right to request from
you or such Admin (as the case may be) any verification we deem necessary before
restoring access to or providing information about such Account.
There are several types of Account users, such as guests, viewers and team
members, all of whom are defined within the Service and referred to herein as
"Authorized Users", and collectively with the Admin, the “Users”. The features and
functionalities available to the Users are determined by the respective subscription
plan governing such Account, and the privileges of each such Authorized User are
assigned and determined by the Account Admin(s).
Customer is solely liable and responsible for understanding the settings, privileges
and controls for the Service and for controlling whom Customer permits to become a
User and what are the settings and privileges for such User, including without
limitation, the right for a User to invite other Users (either paid or unpaid), the right to
incur charges on the Account, the right to access, modify or share boards, etc.
Customer is responsible for the activities of all of its Users, including Order Forms
they may place and how Users use the Customer Data, even if those Users are not
from Customer’s organization or domain. Further, Customer acknowledges that any
action taken by a User of Customer’s Account, is deemed by us as an authorized
action by Customer, hence Customer shall have no claim in this regard.
Customer Data is any data, file attachments, text, images, reports, personal
information, or any other content, that is uploaded or submitted, transmitted or
otherwise made available, to or through the Service by you or any User and is
processed by us on Customer’s behalf (the “Customer Data”). The afore-mentioned
license is hereby granted solely: (i) to maintain and provide you the Service; (ii) to
prevent or address technical or security issues and resolve support requests; (iii) to
investigate when we have a good faith belief, or have received a complaint alleging,
that such Customer Data is in violation of these Terms; (iv) to comply with a valid
legal notice or other lawful process; and (v) as expressly permitted in writing by you.
You represent and warrant that: (i) you have or have obtained all rights, licenses,
consents, permissions, power and/or authority, necessary to grant the rights granted
herein, for any Customer Data that you submit, post or display on or through the
Service; (ii) the Customer Data is in compliance with,and (iii) the Customer Data
you submit, your use of such Customer Data, and our use of such Customer Data,
as set forth in these Terms, do not and shall not (a) infringe or violate any patents,
copyrights, trademarks or other intellectual property, proprietary or privacy, data
protection or publicity rights of any third party; (b) violate any applicable local, state,
federal and international laws, regulations and conventions, including those related
to data privacy and data transfer and exportation (the “Laws”); (c) violate any of
your or third party’s policies and terms governing the Customer Data. Other than our
security and data protection obligations expressly set forth in Section 6, we assume
no responsibility or liability for Customer Data, and you shall be solely responsible for
Customer Data and the consequences of using, disclosing, storing, or transmitting it.
It is hereby clarified that Rapidigital services shall not monitor and/or moderate the
Customer Data and there shall be no claim against Rapidigital services of not acting so.
The Sites may have certain features that allow you to submit comments,
information, and other materials publicly (collectively, “Public User Submissions”)
and share such Public User Submissions with other Users, or the public. By
submitting Public User Submissions through the Sites, you grant us a license to
access, use, copy, reproduce, process, adapt, publish, transmit, host, and display
that Public User Submissions for any purpose, business, including without limitation,
for publicizing and promoting Rapidigital services, the Service and/or the Sites and
for any other lawful purpose, in any media format (e.g. in-print, websites,
electronically, broadcast), and you hereby waive, or to the extent legally prohibited,
assign to Rapidigital services, any moral rights in your Public User Submissions.
The Service and Sites, inclusive of materials, such as software, application
programming interface, design, text, editorial materials, informational text,
photographs, illustrations, audio clips, video clips, artwork and other graphic
materials, and names, logos, trademarks and services marks (excluding Customer
Data), any and all related or underlying technology and any modifications,
enhancements or derivative works of the foregoing (collectively, “Rapidigital
services Materials”), are the property of rapidigitalservices.com and its licensors,
and may be protected by applicable copyright or other intellectual property laws and
Customer acknowledges and accepts that Rapidigital services has the right to use
Customer’s name and logo to identify Customer as a customer of Rapidigital
services or User of the Service, on Rapidigital services website, marketing
materials or otherwise by public announcements.
Subject to the terms and conditions of these Terms, and your compliance thereof,
and specifically in strict compliance with our policy, we grant you a limited,
worldwide, non-exclusive, non-transferable right to access and use the Service and
Sites, during the applicable Subscription Term, solely for Customer’s internal
We may offer an application programming interface that provides additional ways to
access and use the Service (“API“). Such API is considered a part of the Service,
and its use is subject to all these Terms. You may only access and use our API for
Customer’s internal business purposes, in order to create interoperability and
integration between the Service and other products, services or systems you and/or
Customer use internally. When using the API you should follow our relevant
developer guidelines. We reserve the right at any time to modify or discontinue,
temporarily or permanently, your and/or Customer’s access to the API (or any part
of it) with or without notice. The API is subject to changes and modifications, and you
are solely responsible to ensure that your use of the API is compatible with the
Rapidigital services implements reasonable security measures and procedures to assist in protecting your Customer Data.
The Service enables you to engage and procure certain third party services, products, apps and tools in connection with the Service, including, without limitation, third party applications and widgets offered via our integrations offering or which you decide to connect through our API, as part of the Service (collectively, “Third Party Services”).
RAPIDIGITAL SERVICES BEARS NO RESPONSIBILITY AND/OR LIABILITY FOR ANY LINKS OR THIRD PARTY SERVICES, INCLUDING WITHOUT LIMITATION, SUCH THIRD PARTY SERVICE’S OPERABILITY OR INTEROPERABILITY WITH OUR SERVICE, SECURITY, ACCURACY, RELIABILITY, DATA PROTECTION AND PROCESSING PRACTICES AND THE QUALITY OF ITS OFFERINGS, AS WELL AS ANY ACTS OR OMISSIONS BY THIRD PARTIES. BY ACCESSING AND/OR USING THE THIRD PARTY SERVICES, YOU ACKNOWLEDGE THAT YOUR ACCESS AND USE OF THE THIRD PARTY SERVICES ARE AT YOUR SOLE DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ENSURING SUCH THIRD PARTY SERVICE’S OPERATION AND PRACTICES AND ITS RESPECTIVE THIRD PARTY AGREEMENT, MEET YOUR NEEDS.
The Service is provided on a subscription basis for the term specified in your Order Form, in accordance with the respective subscription plan purchased under such Order Form (the “Subscription Term” and the “Subscription Plan”, respectively, and collectively the “Subscription”).
In consideration for the provision of the Service (except for Trial Service), Customer shall pay us the applicable fees per the purchased Subscription, as set forth in the applicable Order Form (the “Subscription Fees”).Unless expressly set forth herein, the Subscription Fees are non-cancelable and non-refundable. We reserve the right to change the Subscription Fees at any time, upon notice to Customer if such change may affect Customer’s existing subscriptions upon renewal. In the event of failure to collect the Fees owed by Customer, we may, at our sole discretion (but shall not be obligated to) retry to collect at a later time, and/or suspend or cancel the Account, without notice.
During the Subscription Term, Customer may upgrade its Subscription Plan. Upon a Subscription Upgrade, Customer will be billed for the applicable increased amount of Subscription Fees, at our then-current rates (unless indicated otherwise in an Order Form)
Customer acknowledges that unless it disabled these options: (i) Users within the same email domain will be able to automatically join the Account; and (ii) Users within Customer’s Account may invite other persons to be added to the Account as Users
As part of registering, or submitting billing information, to the Service, Customer agrees to provide us with updated, accurate and complete billing information, and Customer authorizes us (either directly or through our affiliates, subsidiaries or other third parties) to charge, request and collect payment (or otherwise charge, refund or take any other billing actions) from Customer’s payment method or designated banking account, and to make any inquiries that we may consider necessary to validate Customer’s designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from Customer’s credit card company or banking account (e.g., updated expiry date or card number as may be provided to us by Customer’s credit card company).
In order to ensure that Customer will not experience any interruption or loss of services, Customer’s Subscription includes an automatic renewal option by default, according to which, unless Customer disables the auto-renewal option or cancels its Subscription prior to its expiration, the Subscription will automatically renew upon the end of the then applicable Subscription
We may offer, from time to time, part or all of our Services on a free, no-obligation trial version (“Trial Service”). The term of the Trial Service shall be as communicated to you, within the Service, in an Order Form, unless terminated earlier by either Customer or us, for any reason or for no reason. We reserve the right to modify, cancel and/or limit this Trial Service at any time and without liability or explanation to you. In respect of a Trial Service that is a trial version of the Subscription Plan (the “Trial Subscription”), upon termination of the Trial Subscription, we may change the Account web address at any time without any prior written notice.
Note that we may offer, from time to time, certain Services in an Alpha or Beta versions (the “Pre-Released Services”) and we use best endeavors to identify such Pre-Released Services as such. Pre-Released Services are Services that are still under development, and as such they may be inoperable or incomplete, and may contain bugs, suffer disruptions and/or not operate as intended and designated, more than usual.
Either Customer or us may terminate the Service and these Terms, upon written notice, in case that (a) the other party is in material breach of these Terms and to the extent,curable, fails to cure such breach, within a reasonable cure period
Customer may terminate its Subscription to the Service by cancelling the Service and/or deleting the Account, whereby such termination shall not derogate from Customer’s obligation to pay applicable Subscription Fees except where such termination is made within the Refund Period.
Upon termination or expiration of these Terms, Customer’s Subscription and all rights granted to you hereunder shall terminate, and we may change the Account’s web address. It is Customer’s sole liability to export the Customer Data prior to such termination or expiration. In the event that Customer did not delete the Customer Data from the Account, we may continue to store and host it until either Customer or we, at our sole discretion, delete such Customer Data, and during such period.Customer acknowledges the foregoing and its sole responsibility to export and/or delete the Customer Data prior to the termination or expiration of these Terms, and therefore we shall not have any liability either to Customer, nor to any User or third party, in connection thereto. Unless expressly indicated herein otherwise, the termination or expiration of these Terms shall not relieve Customer from its obligation to pay due Subscription Fees.
Without derogating from our termination rights above, we may decide to temporarily suspend the Account and/or a User Profile (including any access thereto) and/or our Service, in the following events: (i) we believe, at our sole discretion, that you or any third party, are using the Service in a manner that may impose a security risk, may cause harm to us or any third party, and/or may raise any liability for us or any third party; (ii) we believe, at our sole discretion, that you or any third party, are using the Service in breach of these Terms or applicable Law; (iii) Customer’s payment obligations, in accordance with these Terms, are or are likely to become, overdue; or (iv) Customer’s or any of its Users’ breach of policy. The afore-mentioned suspension rights are in addition to any remedies that may be available to us in accordance with these Terms and/or applicable Law.
In connection with these Terms and the Service (including the evaluation thereof), each party (“Disclosing Party”) may disclose to the other party (“Receiving Party”), non-public business, product, technology and marketing information, including without limitation, customers lists and information, know-how, software and any other non-public information that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, whether disclosed prior or after the Effective Date (the “Confidential Information”). For the avoidance of doubt, (i) Customer Data is regarded as Customer’s Confidential Information, and (ii) our Site, Service, Trial Service and/or Pre-Released Services, inclusive of their underlying technology, and their respective performance information, as well as any data, reports and materials we provided to you in connection with your evaluation or use of the Service, are regarded as our Confidential Information. Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without any use or reference to the Confidential Information.
The Receiving Party will (i) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, service providers and agents, on a need to know basis and who are bound by confidentiality obligations at least as restrictive as those contained herein; and (ii) not use or disclose any Confidential Information to any third party, except as part of its performance under these Terms and as required to be disclosed to legal or financial advisors to the Receiving Party or in connection with a due diligence process that the Receiving Party is undergoing, provided that any such disclosure shall be governed by confidentiality obligations at least as restrictive as those contained herein.
Notwithstanding the above, Confidential Information may be disclosed pursuant to the order or requirement of a court, administrative agency or other governmental body; provided, however, that to the extent legally permissible, the Receiving Party shall make best efforts to provide prompt written notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.
Customer hereby agrees to indemnify, defend and hold harmless Rapidigital services and its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, liabilities, losses, reasonable expenses or costs (collectively, “Losses”) incurred as a result of any third party claim arising from (i) Customer’s and/or any of its Users’, violation of these Terms or applicable Law; and/or (ii) Customer Data, including the use of Customer Data by Rapidigital services and/or any of its subcontractors, infringes or violates, any third party’s rights, including, without limitation, intellectual property, privacy and/or publicity rights.
Our Service includes third party codes and libraries that are subject to third party open source license terms (the “Open Source Code” and the “Open Source Terms”, respectively). Some of such Open Source Terms determine that to the extent applicable to the respective Open Source Code licensed thereunder, such terms prevail over any conflicting license terms, including these Terms. We use our best endeavors to identify such Open Source Code, within our Service, hence we encourage Customer to familiarize itself with such Open Source Terms. Note that we use best efforts to use only Open Source Codes that does not impose any obligation or affect the Customer Data or related intellectual property (beyond what is stated in the Open Source Terms and herein), on an ordinary use of our Service that does not involve any modification, distribution or independent use of such Open Source Code. Notwithstanding anything to the contrary, we make no warranty or indemnity hereunder with respect to any Open Source Codes.
Occasionally we may make changes to these Terms for valid reasons, such as adding new functions or features to the Service, technical adjustments, typos or error fixing, for legal or regulatory reasons or for any other reasons as we deem necessary, at our sole discretion. When we make material changes to these Terms, we’ll provide Customer with notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Service or by sending Customer an email. Your continued use of the Service after the changes have been implemented will constitute your acceptance of the changes.
To the extent permitted under applicable Law, you and rapidigitalservices.com hereby irrevocably agree to the following provisions:
Any dispute, claim, or controversy between you and us arising in connection with, or relating in any way to, these Terms (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination or expiration of these Terms) will be determined solely by mandatory binding arbitration. In arbitration there is no judge or jury and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of these Terms as a court would.
Not withstanding clause above, you and Rapidigital services both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to seek injunctive relief in a court of law. In addition to the above, notwithstanding clause above, Rapidigital services may file a suit in a court of law against you to address intellectual property infringement claims.
Neither us nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
The parties are independent contractors. These Terms and the Service provided hereunder, do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to these Terms.