License Agreement and Terms of Use

Last update: 5 August 2021

This license agreement (the "Agreement") is made by and between Dee Lee Consulting Sàrl, Rte du Village 76, 1040 Saint-Barthélémy, Switzerland (hereinafter "DeeLee") and the client, as individual or legal entity (hereinafter the " Customer").


This Agreement comes into force on the date the Customer clicks “I accept the Agreement” (the "Effective Date"). By accepting, you represent that you are legally bound by this Agreement, that you have read and understood it, and that you agree to abide by its terms.

 

1. Application and Provision of Services.

The Customer may use the Rapide.ly platform to write marketing content related to his/her company or a specific legal entity, as well as to consult any training courses made available on a subscription basis. Any other use of the platform, the sale of services to third parties or the use of the platform for other commercial activities, businesses or legal entities is prohibited.

1.1 The Services include the provision of the application provided by DeeLee ("Application", also referred to as “Rapide.ly”) on the website http://Rapidely.app ("Site"), as well as the tools related to this Application. In particular, the Customer has access to pre-filled communication templates and may insert data relating to products and markets ("Data"), in connection with a commercial activity or brand ("Company").

1.2 Use of Services. Subject to the terms of this Agreement and during the Term, the Customer may use the Services and/or the Application provided for the Customer's own account only. The Customer may only sublicense or transfer such rights as authorized by DeeLee.

1.3 Administration. DeeLee will provide the Services through the Application. As part of receiving the Services, the Customer will have access to an account, through which the Customer can manage his or her subscriptions to the Services and his or her personal and account data.

1.4 Storage of Data. The Data will be stored on the servers of The Bubble Group, Inc. at 1114 Avenue of the Americas, 46th Floor, New York, NY 10036, USA ("Bubble Group"). By using the Services, the Customer consents to such processing and storage of Data. Under this Agreement, DeeLee acts solely as a processor of personal data stored on the Application by the Customer.

1.5 Infrastructure. All infrastructure used for the storage and processing of the Application, the Business and the Data will adopt reasonable security standards at least as stringent as those in use for applications of similar nature. The maintenance and security of the Application, platform and online tools are managed by a third-party company, in this case Bubble Group.

1.6 Accounts. The Customer must have an account to use the Services ("Account"). The Customer is responsible for the information he or she provides when creating the Account, for his or her passwords, and for any and all use of the Account. If the Customer becomes aware of any unauthorized use of his/her password or Account, he/she will notify DeeLee as soon as possible.

1.7 Additions and Changes to the Services. DeeLee may introduce, add or update applications, tools, features or functionalities from time to time through the Services and/or the definition of the term "Services". Where such additions and changes relate to new Services, the Customer may be asked to formally accept the new Services (including where new personal data is collected).
DeeLee reserves the right to change its Services, prices and contractual documents at any time. DeeLee may also make changes to the Services for security reasons and/or legal requirements. The latest version of DeeLee's License Agreement and Terms of Use is binding.

2. Pricing and Payment Terms.

The Services are accessible through a subscription whose rates are available on the Rapide.ly website. The subscription is automatically renewed, but the Customer can cancel the subscription at any time before the end of the subscription period. Rapide.ly offers 30-day results or money-back guarantee.

2.1 Rates. All the rates for the Services are published on the Rapide.ly Website (hereinafter "Rates"). Access to the Services is made via a subscription that is renewable from month to month or from year to year depending on the option chosen by the Customer.

2.2 Prices are indicated including all taxes. All orders are payable directly online at the time of ordering.

2.3 DeeLee reserves the right to change the prices of the Services at any time. The prices charged to the Customer are those in effect at the time of the order and indicated on the order confirmation or invoice.

2.4 Invoice. Upon acceptance of the Agreement and upon each renewal of the subscription, DeeLee will issue an electronic invoice to the Customer including the Customer's use of the Services for the Term of the Agreement.

2.5 Any dispute relating to an invoice must be submitted within 15 days of the date of issue of the invoice in writing to DeeLee's registered office address. There is no refund of fees paid for a current subscription.

2.6 Late Payment. If the Customer is late with the payment of the Services, DeeLee may suspend the Services or terminate the Agreement for breach in accordance with Article 8. The unpaid amount is due even if the Customer cancels the subscription. The account will be cancelled if payment is not made within 30 days.

2.7 30 day Results or Money Back Guarantee. The Customer may request a refund within 10 days after the first 30 days of use if they not be seeing an increase in engagement or reach despite posting 4x a week with our templates and strategy. The Customer must first cancel their subscription AND delete his/her account, then make a request by email to [email protected] with proof  (details outlined in this article). Any request received before 30 days, without proof or after 40 days since the beginning of the contract period will not result in a refund.

3. Customer's Obligations and Terms of Use.

The Customer is responsible for the data he/she submits to the Application or uses in connection with the Services. He/she also agrees not to copy the Application, its code or its content without DeeLee's permission or to use it in an abusive or illegal manner.

3.1 Own Data and Information. The Customer is solely responsible for his/her own Data, and for ensuring that it complies with the obligations of this Agreement. DeeLee reserves the right to verify that the Customer's use of the Services complies with these requirements.

3.2 Confidentiality and Data Protection. The Customer will obtain and maintain all consents necessary to authorize the processing of Data under this Agreement.

3.3 Restrictions. The Customer shall not, and shall not permit any third party under its control to: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble or otherwise attempt to extract all or any part of the source code of the Services (except to the extent that such restriction is expressly prohibited by applicable law); (b) use the Services to engage in illegal activities; (c) sublicense, resell or distribute any portion of the Services; (d) create applications or other tools that function as such or otherwise access the Services in a manner designed to avoid payment of fees.

3.4 Other Terms of Use. The Customer also agrees not to, and not to permit others to, use the Services to
- violate or encourage the violation of the legal rights of others (for example, violate or misappropriate the intellectual property rights of others);
- engage in, promote or encourage illegal, invasive or defamatory activities;
- intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes or other items of a destructive or deceptive nature;
- interfere with any third party's use of the Services, or the equipment used to provide the Services;
- generate, distribute, publish or facilitate unsolicited mass e-mail, promotions, advertisements or other solicitations ("spam"); or
- use the Services, or any interface provided with the Services, to access any other DeeLee product or service in a manner that violates the terms of use of other DeeLee products or services.

4. Suspension and Discontinuation of Services

DeeLee may suspend access to the Services or the Application for violations of the terms of this Agreement or for any other reason.

4.1 Violations of the Agreement. If DeeLee becomes aware that the Customer's use of the Services is in violation of this Agreement, DeeLee will notify the Customer of the violation and request that the Customer corrects the violation. If the Customer does not correct the violation within twenty-four hours, DeeLee may suspend all or part of the Customer's use of the Services until such violation is corrected.

4.2 Other Suspension. DeeLee may also automatically suspend all or part of the Customer's use of the Services if DeeLee determines that the Customer's use of the Services could disrupt the Services, or if DeeLee determines that it is necessary to do so in order to comply with applicable laws. At the Customer's request, unless prohibited by applicable law, DeeLee will notify the Customer of the basis for the suspension as soon as reasonably possible.

4.3 DeeLee may discontinue all or part of the Services, or any related functionality for any reason, at any time without liability to the Customer. Where appropriate, DeeLee will announce its intention to discontinue or make changes where possible.

5. Intellectual Property Rights

DeeLee owns the intellectual property rights to the Services, the Applications, as well as its content (brand, design, text, image, video, audio, pre-filled templates, etc). DeeLee grants a license to the Customer limited to the use of the Services within the framework of the subscriptions paid for.

5.1 Intellectual property rights mean present and future worldwide rights under patent, copyright, trade secret, trademark, design and moral rights and other similar rights.

5.2 Except as expressly provided by DeeLee, this Agreement does not grant either party any rights, implied or otherwise, in the content or intellectual property of the other party. In the context of the relationship between the parties, the Customer holds all intellectual property rights relating to the Data and the Project and DeeLee holds all intellectual property rights relating to the Services, the Applications, as well as to its content (trademarks, designs, texts, images, videos, audios, pre-filled templates, etc.).

5.3 In particular, the content of the Application and the Services and, in particular but not exclusively, the text templates, the texts of the website or of any other communication, trademarks, logos, graphics, photographs, videos, sounds, music, layouts, designs, know-how, technologies, products and processes are the property of DeeLee or are used with the authorization of their owner and, as such, are protected by their copyright, trademark, patent and any other intellectual or industrial property right that are recognized according to the laws in force.

5.4 This License Agreement grants to the Customer, who accepts it, the non-exclusive and non-transferable right to access the Application and to use the Services, under the conditions set forth in this Agreement and in the Terms of Use and against payment of the license fee in accordance with the applicable Tariffs.

5.5 If the Customer makes any comments to DeeLee regarding the Services, DeeLee may use such information without obligation to the Customer, and the Customer irrevocably assigns to DeeLee all right, title and interest in and to such comments.

6. Use of the Data

The Customer's data belongs to him/her and DeeLee will only access it in accordance with the legal requirements.

6.1 DeeLee will not access or use the Data except to the extent necessary to provide the Services and technical support to the Customer.

6.2 DeeLee further warrants to the Customer that his/her personal data will be treated in accordance with the applicable legal provisions on data protection.

6.3 However, as the Internet is publicly accessible, DeeLee expressly excludes any liability for the communication of personal data online, as the transmission of data via the Internet can be subject to, among other things, transmission errors, interception by third parties or contamination by viruses or hacking attempts.

7. Confidentiality

DeeLee and the Customer respect the confidentiality of the data shared in the context of the services. Each may refer to the other as a partner unless otherwise specified.

7.1 Confidential Information is any information disclosed by one party to the other under this Agreement that is marked as confidential or whose confidential nature is obvious to a reasonable person. DeeLee's Confidential Information includes the Application and its contents and any information that the Customer derives from the use of the Services. The receiving party agrees to (i) use the Confidential Information only to exercise the rights or perform the obligations under this Agreement, (ii) protect the Confidential Information from unauthorized use or disclosure and (iii) not copy the Confidential Information without the prior written consent of the disclosing party.

7.2 The Customer is authorized to publicly state that it is a customer of the Services. The Customer also expressly authorizes DeeLee to use the Customer's name and/or company name and the work performed as a business reference. If the Customer does not wish to be cited as a reference, he/she shall inform DeeLee in writing. DeeLee will then undertake not to quote the Customer's name or company name. DeeLee may still, however, indicate the work carried out without reference to the Customer's name or company name.

8. Duration and Termination

The contract is concluded for the duration of the subscription and ends at the end of the subscription period (monthly or annually). The Customer's data entered into the application will be deleted upon termination.

8.1 Term of the Agreement. The "Term" of this Agreement shall begin on the Effective Date and shall automatically renew until the Agreement is terminated. The Customer must cancel his/her subscription directly on the Rapide.ly platform and the current subscription will end at the end of the subscription period (end of the paid period).

8.2 Termination for Violation. In case of non-compliance by the Customer with his/her contractual and legal obligations in relation to the license granted under this Agreement, in particular in case of non-compliance with payment deadlines, or in case of bankruptcy or liquidation of the Customer, DeeLee may terminate the license agreement, without prior notice and without prejudice to any other rights, in particular claims for damages.

8.3 In the event of non-payment, access to the Services will be suspended until the next payment. The contract will be terminated at the end of 30 days following the end of the paid period ("Termination Date").

8.4 Effect of Termination. In the event of termination of the Contract: (i) the rights granted by either party to the other will immediately cease, (ii) all fees owed by the Customer to DeeLee are immediately due and payable upon receipt of the final electronic invoice, (iii) the Customer will delete any Project and Data, and (iv) upon request, each party will use commercially reasonable efforts to return or destroy all Confidential Information of the other party. Deele will immediately delete all Data from the Rapide.ly system upon termination of the account.

8.5 In case of termination of a contract, any other contract entered into may remain unless otherwise decided by DeeLee. Any fees already paid in this regard will not be refunded.

9. Limitation of Liability

The use of the Application and the Services is intended for commercial use for the benefit of the Customer without any liability on the part of DeeLee.

9.1 Use of the Services. The Customer accesses and uses the Services at his/her own risk. He/she is allowed to download, display and print the resulted content from using the Application only for his/her own use. DeeLee assumes no liability in this regard, in particular no liability for damage caused by the use of the Services.

9.2 Furthermore, DeeLee accepts no responsibility for the content of the Application, the Website and/or the hyperlinks contained in its Application or on its Website. DeeLee does not warrant that the data on its Website is free of viruses or other harmful components, nor does it warrant that the Customer will not be subject to spam or other damage.

9.3 The Customer expressly authorizes DeeLee to send him/her technical or commercial information by electronic means.

9.4 Loss of Data. The Customer is solely responsible for the integrity of his/her Data. The Data is stored on the server of the hosting company for 90 days. The Customer may request access to his/her stored Data upon payment of the costs incurred in providing such access.

9.5 In the event of loss of Data, whether as a result of hardware problems or the operation of the Application or Services, DeeLee may intervene with the host, at the Customer's request, at the rates in effect, in order to assist in the restitution of the Application and its Data. DeeLee has no obligation to intervene and assumes no obligation of result in the context of any intervention. Furthermore, DeeLee assumes no responsibility for loss of data or corruption of files.

10. Miscellaneous

10.1 Assignment. Neither party may assign any part of this Agreement to a third party without the written consent of the other party. Any other attempted assignment will be deemed void.

10.2 Force Majeure. Neither party shall be liable for any failure or delay in performance to the extent that it is due to circumstances beyond its reasonable control.

10.3 Agency. This Agreement does not create an agency, partnership or joint venture between the parties.

10.4 Waiver. Neither party shall be deemed to have waived any rights by failing to exercise (or delaying the exercise of) any rights under this Agreement.

10.5 Severability. If any provision (or part of a provision) of this Agreement is invalid, illegal or unenforceable, the remainder of this Agreement shall remain in full force and effect.

10.6 Support. For any need for help or support, the Customer may open a ticket with chat support on the Rapide.ly website (blue icon at bottom right). Rapide.ly does not offer email support.

11. Applicable Law and Jurisdiction

11.1 The interpretation and execution of this Agreement is subject to Swiss law.

11.2 Any dispute relating to the execution or interpretation of this Agreement will be settled by the competent courts of the Canton of Vaud, with the right to appeal to the Federal Court. The exclusive place of jurisdiction is Lausanne.

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