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API Ts&Cs & Data Processing Agreement for non-EEA

The Racecheck API Agreement (“Agreement”) is made and entered into by and between Racecheck Ltd. (“Racecheck”) and you. “You” means you individually or the entity that you represent. If you are entering into this Agreement for an entity, you represent and warrant to us that you have the legal authority to bind that entity to this Agreement. Here are a few highlights:

• We hope you create an application that is useful, inspiring and helps build a community for mass participation sports participants and organisers.
• You may not create an application that merely replicates or competes with Racecheck.
• You are responsible for your use of the Racecheck API and your application.
• Respect Racecheck users and their privacy choices.
• Racecheck may modify or discontinue access to the Racecheck API.
• Racecheck makes no warranties and Racecheck is not liable for your use of the Racecheck API.
• Racecheck may collect and use data from your access of the Racecheck API.
• Racecheck may, but is under no obligation to, feature or promote your application.
• You must comply with Racecheck’s Branding Guidelines and request access to official Racecheck logos and links where you use Racecheck data in your application.
• Your application must comply with the Racecheck API Agreement, the Racecheck Service Terms & Privacy policy both of which can be accessed on Racecheck.com, and all applicable laws.
• You may not save or cache Racecheck data, ratings or any content whatsoever, in any form, for longer than 3 days.

By subscribing to the Racecheck API you agree to our Racecheck Terms and Conditions and Data Processing Agreement.

1. DEFINITIONS

“Go Live Date” means the date that the subscriber has initiated a data subscription service, whether free or paid.

“Services” means any and all services that Racecheck may provide to the Subscriber, including but not limited to granting access to its sports events directory.

“Fees” means any fees payable by the Subscriber to Racecheck for the use of the Services.

“Term” means the period of time for which the Subscriber undertakes to pay the applicable Fees for the use of the Services.

“Website” means Racecheck.com and all of its associated websites and apps.

2. LICENSE TO USE THE SERVICES

Racecheck hereby grants the Subscriber a non-exclusive, non-transferable, worldwide license during the Term (the “License”) to access and use the Services in accordance with this Agreement. All rights not expressly granted to Subscriber under the License are reserved by Racecheck.

3. SERVICES

1. Racecheck agrees to provide to the Subscriber access to its sports events and reviews listing directory, included but not limited to multi-sport endurance event names, events metadata, rating scores, reviews texts, reviewers’ names etc (“Racecheck Data”). The Subscriber agrees to pay Racecheck a monthly subscription fee in exchange for its access to the Racecheck Data.

4. LIMITATION OF USE

1. The Services are for use only by the Subscriber as part of the Subscriber’s services.
2. Except as permitted by this Agreement, the Services may not be decompiled, reverse engineered, disassembled, transferred, distributed, resold, sublicensed, or used to create any derivative works.
3. The Subscriber may not use any network monitoring or discovery software to determine the Service’s architecture, or extract information about usage or individual identities of users.
4. The Subscriber may not use any robot, spider, other automatic software or device, or manual process to monitor or copy content from Racecheck.com or any of its Services.
5. The Subscriber may not (i) sublicense, sell, resell, transfer, assign to any non-End-user third party the Services in any way; (ii) modify or make derivative works based upon the Services; (iii) “frame” or “mirror” any content on any other server or wireless or Internet-based device; .
6. The Subscriber may use the Services only for its business purposes and shall not: use the Services in association with sending spam or otherwise duplicative or unsolicited messages; use the Services in association with infringing, threatening or otherwise unlawful or tortuous material, including material harmful to children or material in violation of third party privacy rights; use or introduce material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; interfere with or disrupt the integrity or performance of the Website or Services; or attempt to gain unauthorized access to the Website, Services, or its related systems or networks.
7. The subscriber agrees that in under no circumstances will the data extracted via the API be saved or cached for more than 3 days.

5. RELATION TO OTHER POLICIES

Racecheck may provide access to the Subscriber to personal data of its customers. The Subscriber agrees and is hereby obliged to process the personal data of users in compliance with the General Data Protection Regulation (“GDPR”) and the terms of this agreement.

In order to ensure the protection of the personal data of its users, the Parties undertake to conclude a Data Processing Agreement which shall be considered an integral part of this agreement.

6. TERM AND TERMINATION

1. Term - This Agreement shall commence on the Go Live Date and continue indefinitely until the subscriber suspends their subscription, or by the termination clauses below.
2. Termination - Racecheck reserves the right to suspend access to its Services if Subscriber’s payment of Subscription Fees is more than ten (10) days late and a written demand for payment has been sent by Racecheck to the Subscriber. In no case will Racecheck be liable to the Subscriber for any refund or damages arising out of a suspension and, if applicable, subsequent termination. A termination of this Agreement shall automatically terminate any access to the Services and Racecheck would not be obligated to continue providing the Services to Subscriber. The Subscriber is strictly prohibited of using any of the Services following the termination of the Agreement and must erase all Racecheck data.

Either Party may terminate this agreement in the following cases:

1. By giving the other party a thirty-day (30) written notice of termination; Racecheck shall not be liable for any compensation to the data subscriber for choosing to terminate this agreement.
2. The other Party commits a material breach of either this Agreement or the Data Processing Agreement.

7. SUBSCRIPTION

The provision of Racecheck’s Services is available on a monthly subscription fee basis as per the plans shown on Rapid Api.

Taxes and Duties - Racecheck’s Subscription Fees are exclusive of VAT. What this means is that VAT (where applicable) will be added to the end price you are asked to pay when purchasing a subscription. The Subscriber will be responsible for payment of all such taxes, levies, or duties owed by him.

8. INDEMNIFICATION

To the extent that: (1) the Services have not been used in accordance with the terms of this Agreement and (2) any claim has not arisen due to Racecheck’s error, omission or inaccurate Racecheck Data, then the Subscriber hereby agree to indemnify, defend, and hold Racecheck harmless from and against any and all losses, damages, liabilities and costs (including settlement costs and any legal or other fees and expenses for investigating or defending any actions) in connection with any claim arising out of the Subscriber’s use of the Services. The Subscriber agrees to cooperate with Racecheck in the defence of any claim. Racecheck reserves the right, at Racecheck’s own expense in which case no indemnification is made, to employ separate counsel and assume the exclusive defence and control of any matter otherwise subject to indemnification by the Subscriber. Racecheck will use reasonable efforts to notify the Subscriber of any such claim, action or proceeding.

9. LIMITATION OF LIABILITY

1. Racecheck makes no promises with respect to any information provided as part of the services.
2. Apart from in connection with the indemnity given by the Subscriber in clause 8, each party’s maximum aggregate liability for losses or damages suffered in connection with the Services is limited to the actual out-of-pocket amount paid by Subscriber to Racecheck for accessing the Services.
3. Each party disclaims liability to the other for any (i) indirect, special, incidental, punitive, or consequential damages, (ii) loss of profits and resulting damage, (iii) business interruption, (iv) reputational harm, or (v) loss of information or data.

10. DISPUTE RESOLUTION

1. The Subscriber agrees that any and all disputes and claims, arising out of or in connection with this Agreement shall be resolved individually, without resort to any form of class action.
2. This Agreement and all rights and obligations in connection with it are governed by the laws of England and Wales. Any disputes between the Parties arising from this Agreement shall be heard and determined by the competent court of the United Kingdom.

DATA PROCESSING AGREEMENT

each a ‘party’; together ‘the parties’,

HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.

Clause 1: Definitions

For the purposes of the Clauses:

1. ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
2. ‘the data exporter’ means the controller who transfers the personal data;
3. ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
4. ‘the sub-processor’ means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
5. ‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
6. ‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

Clause 2: Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

Clause 3: Third-party beneficiary clause

1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
3. The data subject can enforce against the sub-processor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.
4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

Clause 4: Obligations of the data exporter

The data exporter agrees and warrants:

1. that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
2. that it has instructed and throughout the duration of the personal data-processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;
3. that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
4. that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
5. that it will ensure compliance with the security measures;
6. that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
7. to forward any notification received from the data importer or any sub-processor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
8. to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for sub-processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
9. that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a sub-processor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
10. that it will ensure compliance with Clause 4(a) to (i).

Clause 5: Obligations of the data importer

The data importer agrees and warrants:

1. to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
2. that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
3. that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
4. that it will promptly notify the data exporter about:
   1. any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;
   2. any accidental or unauthorised access; and
   3. any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
5. to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
6. at the request of the data exporter to submit its data-processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
7. to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
8. that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent;
9. that the processing services by the sub-processor will be carried out in accordance with Clause 11;
10. to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter.

Clause 6: Liability

1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or sub- processor is entitled to receive compensation from the data exporter for the damage suffered.
2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his sub-processor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity. The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities.
3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the sub-processor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may issue a claim against the data sub-processor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the sub- processor shall be limited to its own processing operations under the Clauses.

Clause 7: Mediation and jurisdiction

1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
   1. to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
   2. to refer the dispute to the courts in the Member State in which the data exporter is established.
2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

Clause 8: Cooperation with supervisory authorities

1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any sub-processor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5(b).

Clause 9: Governing law

The Clauses shall be governed by the law of the Member State in which the data exporter is established, namely the United Kingdom.

Clause 10: Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.

Clause 11: Sub-processing

1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the sub- processor which imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses ( 3 ). Where the sub-processor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the sub-processor’s obligations under such agreement.
2. The prior written contract between the data importer and the sub-processor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.
3. The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established, namely …
4. The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.

Clause 12: Obligation after the termination of personal data-processing services

1. The parties agree that on the termination of the provision of data-processing services, the data importer and the sub-processor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
2. The data importer and the sub-processor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in paragraph 1.