TERMS AND CONDITIONS
These Terms and Conditions constitute an agreement (“Agreement”) between you (“you”, “your”, “user”, “Customer”, or “Merchant”) and Rainbow Riders Aps, (“Rainbow Riders”, “us”, “we” or “our”) for the usage of HelpGate (helpgate.io) as a SaaS solution and any related to it products or services (“Service” or “Services”). This Agreement governs both the Services and any assigned account (“Account”) used in connection with the Services.
1. HelpGate service
- You are granted a nonexclusive right during the Term (as defined below) to use HelpGate (the “Service”) subject to the terms, conditions and restrictions set forth in this Agreement and any other restrictions stipulated to you by us in writing.
- You agree to pay for the Service in accordance with our service fees, as further set forth below.
- Rainbow Riders may revise its fees upon 30 days prior notice.
2. Term and Termination
The term of this Agreement (the “Term”) shall commence as of the date you first register for, access or use of the Service, and shall continue until terminated as set forth below. You may terminate this Agreement with 3 months notice by notifying Rainbow Riders that you wish to terminate your account. Rainbow Riders may terminate this Agreement at any time, for any reason or no reason (including, without limitation, for your breach of this Agreement, violation of applicable law, or violation of card association rules or regulations). Upon any termination of this Agreement, any amounts owed to Rainbow Riders which accrued prior to such termination will become immediately due and payable.
By ordering our services, you agree that the service will continue until terminated, cf. 2. Term and Termination, and you will perform subscription payments through our Rainbow Riders’ own Reepay account.
If you need to change your payment card information, for example in relation to a change of payment card, you will receive access to our self-service portal (HelpGate) where you can perform the change by yourself.
4. Modifications to Agreement or Service
Rainbow Riders reserves the right to amend or modify this Agreement at any time, but if we do, we will bring it to your attention by placing a notice on the Service, by sending you an email (i) as fast as possible if the amendment or modification is a consequence of Rainbow Riders’ obligations to comply with relevant laws or regulations, and if this is not the case then (ii) three (3) months prior to the amendment or modification. If you don’t agree with the amended or modified Agreement, you are free to reject it. In this case you can terminate the Agreement with three (3) months prior notice in accordance with clause 2. For the sake of good order it shall be underlined that you are still able to use the Services during such notice period.. If you use the Services in any way after a change to this Agreement is effective, that means you agree to all of the changes. Except for changes to this Agreement made by Rainbow Riders in accordance with this section, no other amendment or modification of this Agreement will be effective unless in writing and signed by both you and Rainbow Riders.
Rainbow Riders may change, suspend, or discontinue all or any part of the Service at any time, with or without reason (including, without limitation, for any nonpayment of any fees due hereunder). You acknowledge that the operation of the Service may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and Rainbow Riders shall not be responsible to you or others for any such interruptions, errors or problems or an outright discontinuance of the Service.
5. Service Implementation, Registration and Payment Terms
- You agree to provide us with current, complete and accurate registration information as prompted by the Service registration process and to maintain and properly update such information (“Registration Data”). You authorize us to obtain credit reports or other background inquiries from time to time to assess your eligibility to continue use of the Service. You further agree that, in providing such Registration Data, you will not knowingly omit or misrepresent any material facts or information and that you will promptly enter corrected or updated Registration Data via the Service, or otherwise advise us promptly in writing of any such changes or updates. You further consent and authorize us to verify your Registration Data as required for your use of and access to the Service. Furthermore, you are solely and entirely responsible for any and all activities that occur under your account including any charges incurred relating to the Service. You agree to immediately notify us of any unauthorized use of your account or any other breach of security known to you. You acknowledge that the complete privacy of your data and messages transmitted while using the Service cannot be guaranteed.
Notwithstanding the above Rainbow Riders shall at all times be in compliance with all applicable privacy data laws and regulations. Should Rainbow Riders fail to be in such compliance Rainbow Riders shall without undue delay take all necessary steps to ensure such full compliance.
- Rainbow Riders is not liable for any losses relating to chargebacks, fraudulent charges, or other actions by you or your customers that are deceptive, fraudulent or otherwise invalid (“Fraudulent Actions”). By using the Service, you hereby release Rainbow Riders from any liability arising from Fraudulent Actions. You will also use best efforts to promptly notify Rainbow Riders of any Fraudulent Actions which may affect the Service. Rainbow Riders reserves the right, in its sole discretion, to terminate your account if you engage in, or permit any other user or customer to engage in, Fraudulent Actions.
6. Service Use and Limitations
- We will make reasonable efforts to keep the Service operational 24 hours a day/7 days a week, except for: (i) planned downtime (of which we will use reasonable efforts to provide at least 72 hours prior notice, but in no event fewer than 8 hours prior notice); or (ii) any unavailability caused by circumstances beyond our control, including but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or Internet service provider failures or delays.
- We make no representation as to the availability of your payment gateway service provider and are not responsible for any downtime or system outage of your payment gateway service provider.
- Rainbow Riders is a subscription management service. You acknowledge and agree that: (i) We are not a bank or other chartered depository institution; and (ii) We will not be holding any monies for you or your customers. Accordingly, you agree that we will not be responsible or liable for any amounts related to any credit-card or payment transaction.
- You represent, warrant and agree that you will only use the Service in compliance with all applicable laws and regulations, and that you will not use the Service to violate, infringe, or misappropriate any intellectual property or other proprietary right of any third party (including, without limitation, any rights of privacy or publicity).
7. Proprietary Rights
- The Service contains content and technology of Rainbow Riders that is protected by copyright, trademark, patent, trade secret and other laws. As between the parties, Rainbow Riders owns all intellectual property and other proprietary rights to the Service, including but not limited to the design, artwork, logos, functionality, and documentation relating thereto (collectively, the “Rainbow Riders Property”). You may not: (i) copy, modify, or reverse engineer any part of the Service or any Rainbow Riders Property (except to the extent such restriction is prohibited by applicable law); (ii) rent, sell, lease, distribute, provide on a service bureau basis, or otherwise use the Service for the benefit of any third party; or (iii) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof. The names, logos or trademarks of any third party companies and products mentioned on the Service (including, without limitation, Rainbow Riders Partners and Partner Sites) may be the trademarks of their respective owners.
- Subject to the terms and conditions hereof, Rainbow Riders hereby grants you a limited, revocable, non sublicensable license to display the Rainbow Riders Property (excluding any software code) solely for personal, non-commercial use in connection with viewing the Service or other uses which are expressly permitted by Rainbow Riders in writing. Notwithstanding such permitted uses and license, you acknowledge that all derivative designs and artwork which utilize the Service’s logo or other Rainbow Riders Property (collectively, “Derivative Works”) are the sole property of Rainbow Riders. No other rights are granted to you with respect to the Rainbow Riders Property other than those rights granted explicitly herein, including with respect to any Derivative Works.
- Any text, images, or other audiovisual information posted on the Service by a user (collectively, “User Content”) shall belong to the user that posted such User Content. You may use any User Content posted by you in any other way without restriction. You may only use User Content posted by others in the ways described in this Agreement.
- In addition, you agree that Rainbow Riders may use your name and logo to identify you as a Rainbow Riders customer on its website or in other sales or marketing materials (provided that Rainbow Riders will not issue any press release regarding your use of the Service without your prior consent). In addition, you acknowledge that Rainbow Riders may (i) internally use (but not disclose) information and data collected by Rainbow Riders regarding your use of the Service to create Aggregated Anonymous Data (as defined below), and (ii) may freely use and make available Aggregated Anonymous Data. “Aggregated Anonymous Data” means merchant-level information and data that is in an aggregated, anonymized form, and which can in no way be specifically linked to you or to any of your customers.
- Rainbow Riders reserves the right to remove any content (including, without limitation, User Content) from the service, at its sole discretion.
- Rainbow Riders respects the intellectual property of others. It may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who repeatedly infringe others’ rights. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the following information to Rainbow Riders:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- description of where the material that you claim is infringing is located on the site;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the copyright or intellectual property owner’s behalf.
Rainbow Ridersagent for notice of claims of copyright or other intellectual property infringement can be reached as follows:
Ny Carlsberg Vej 80,
Rainbow Riders will make its best effort to provide all services in a timely manner. Where a specific service shall be provided on a continuous basis Rainbow Riders shall make its best effort to do so.
9. Limitation of Liability
IN NO EVENT SHALL RAINBOW RIDERS, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, OR AGENTS BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF OR RELATING TO (i) YOUR INABILITY TO USE THE MATERIALS, CONTENT, SERVICES OR ACCOUNTS; (ii) YOUR MISUSE OF THE MATERIALS, CONTENT, SERVICES OR ACCOUNTS; (iii) NONPERFORMANCE OR A FAILURE OF THE SERVICES CAUSED BY ACTS OR OMISSIONS OF ANOTHER SERVICE PROVIDER, (iv) EQUIPMENT OR SOFTWARE FAILURE OR MODIFICATION; (v) TELECOMMUNICATIONS OR COMPUTER EQUIPMENT FAILURES, OR (vi) ACTS OF GOD, OR OTHER CAUSES BEYOND OUR REASONABLE CONTROL. THE FOREGOING SHALL APPLY EVEN IF RAINBOW RIDERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Rainbow Riders will, based on a best practice principle, seek to ensure that your access to and use of the site, materials, content, services and accounts are uninterrupted and error free, free of viruses, unauthorized code and other harmful components, and is secure. You are responsible for taking all precautions you believe necessary or advisable to protect you against any claim, damage, loss or hazard that may arise by virtue of your use of the site, materials, content, services and account.
IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, RAINBOW RIDERS, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, AGENTS OR ANY UNDERLYING CARRIER SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AGREE THAT IN NO EVENT SHALL THE LIABILITY OF RAINBOW RIDERS, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, AGENTS OR ANY UNDERLYING CARRIER TO YOU FOR ANY REASON EXCEED OUR SERVICE CHARGES DURING THE AFFECTED PERIOD GIVING RISE TO SUCH LIABILITY.
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS RAINBOW RIDERS, ITS PARENTS, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, AGENTS AND ANY UNDERLYING CARRIER, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, EXPENSES OR DAMAGES (INCLUDING ATTORNEYS’ FEES), WHETHER KNOWN OR UNKNOWN, ARISING FROM, INCURRED AS A RESULT OF, OR IN ANY MANNER RELATED TO (A) YOUR USE OF THE SERVICES, (B) ANY OTHER PERSON’S USE OF ANY ACCOUNT YOU MAINTAIN, REGARDLESS OF WHETHER SUCH USE IS AUTHORIZED BY YOU, OR (C) YOUR PROMISES OR STATEMENTS MADE IN THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, YOU SHALL NOT BE LIABLE FOR CLAIMS, EXPENSES OR DAMAGES ARISING FROM THE GROSSLY NEGLIGENT ACTS OF RAINBOW RIDERS OR ITS EMPLOYEES, AGENTS, CONTRACTORS, OR REPRESENTATIVES. THIS INDEMNIFICATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
- This Agreement constitutes the entire agreement between you and Rainbow Riders and supersedes any and all previous agreements, written or oral, between you and Rainbow Riders, including previous versions of this Agreement.
- Any notice required or permitted in this Agreement shall be sent via email (and shall be deemed to have been duly given upon receipt), (i) if to Company, at email@example.com, or (ii) if to you, at the email address that you provide when registering your account. Either party may update its email address for notice purposes via a notice delivered in accordance with this paragraph.
- Neither party may assign or transfer its rights or obligations under this Agreement without the other party’s prior written consent; provided that either party may assign or transfer all of its rights and obligations under this Agreement without such consent to a successor-in-interest to all or substantially all of such party’s assets, business or equity interests relating to this Agreement (whether effected by merger, acquisition, sale of assets, change of control, or otherwise). Rainbow Riders may subcontract its obligations hereunder (provided that Rainbow Riders shall at all times remain fully responsible for the performance of any subcontractor).
- This Agreement and the relationship between you and Rainbow Riders shall be governed by the laws of Denmark without regard to its conflict of law provisions. You and Rainbow Riders agree to submit to the personal and exclusive jurisdiction of the courts located within the country of Denmark.
- The provisions of this Agreement are intended for the benefit of, and are enforceable solely by, the parties hereto, and nothing in this Agreement shall be construed as giving any other person any right, remedy or claim under or in respect of this Agreement or any provision hereof.
- The parties shall be independent contractors under this Agreement, and nothing herein shall constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
- Any failure of Rainbow Riders to enforce or exercise a right provided in these terms is not a waiver of that right.
- Should any provision of these terms be found invalid or unenforceable, such provision shall be limited or deleted to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.