API Ts&Cs & Data Processing Agreement for 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.
- 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.
“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.
- 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
- The Services are for use only by the Subscriber as part of the Subscriber’s services.
- 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.
- 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.
- 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.
- 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; .
- 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.
- 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
- 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.
- 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:
- 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.
- The other Party commits a material breach of either this Agreement or the Data Processing Agreement.
The provision of Racecheck’s Services is available on a monthly subscription fee basis.
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.
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
- Racecheck makes no promises with respect to any information provided as part of the services.
- 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.
- 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
- 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.
- 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
- This Agreement is to ensure there is in place proper arrangements relating to personal data passed from Racecheck to the Processor / Subscriber.
- This Agreement is compliant with the requirements of Article 28 of the General Data Protection Regulation.
- The parties wish to record their commitments under this Agreement.
RACECHECK AND THE PROCESSOR / SUBSCRIBER HEREBY AGREE AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATION
In this Agreement:
“Data Protection Laws” means the Data Protection Act 1998, together with successor legislation incorporating GDPR;
“Data” means personal data passed under this Agreement to the Processor, being in particular Event information such as event name, type, location, dates and event details. Review data including reviewer first and last names and review text content;
“GDPR” means the General Data Protection Regulation;
“Services” means data subscription services as detailed in the Subscription Agreement between the parties;
2. DATA PROCESSING
Racecheck is the data controller for the Data and the Processor is the data processor for the Data. The Data Processor agrees to process the Data only in accordance with Data Protection Laws and in particular on the following conditions:
- the Processor shall only process the Data (i) in accordance with the provisions of the Subscription Agreement and (ii) only process the Data in the EEA with no transfer of the Data outside of the EEA (Article 28, para 3(a) GDPR);
- ensure that all employees and other representatives accessing the Data have received appropriate training on Data Protection Laws and related good practice, and (ii) are bound by a commitment of confidentiality (Article 28, para 3(b) GDPR);
- Racecheck and the Processor have agreed to implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, complying with Article 32 of GDPR, details of those measures are set out under Part A of the Annex to this Agreement (Article 28, para 3(c) GDPR);
- the Processor shall not involve any third party in the processing of the Data without the consent of Racecheck. Such consent may be withheld without reason. If consent is given a further processing agreement will be required (Article 28, para 3(d) GDPR);
- taking into account the nature of the processing, assist Racecheck by appropriate technical and organisational measures, in so far as this is technically possible and does not involve disproportionate effort, for the fulfilment of Racecheck’ obligation to respond to requests from individuals exercising their rights laid down in Chapter III of GDPR – rights to erasure, rectification, access, restriction, portability, object and right not to be subject to automated decision making etc (Article 28, para 3(e) GDPR);
- assist Racecheck in ensuring compliance with the obligations pursuant to Articles 32 to 36 of GDPR – security, notification of data breaches, communication of data breaches to individuals, data protection impact assessments and when necessary consultation with the ICO etc, taking into account the nature of processing and the information available to the Processor (Article 28, para 3(f) GDPR);
- At the end of the Subscription Agreement where technically possible and does not involve disproportionate effort delete the Data unless there is a legal requirement to retain the Data or Data has been processed and used as part of Processors services. Upon request by Racecheck the Processor shall provide certification of destruction of all Data (Article 28, para 3(g) GDPR);
- make available to Racecheck all information necessary to demonstrate compliance with the obligations laid down under this Agreement and allow for and assist with any audits, inspections or other verification exercises required by Racecheck from time to time (Article 28, para 3(h) GDPR); and,
- immediately contact Racecheck if there is any personal data breach or incident where the Data may have been compromised.
Racecheck may immediately terminate this Agreement on written notice to the Processor.
- This Agreement may only be varied with the written consent of both parties.
- This Agreement represents the entire understanding of the parties relating to necessary legal protections arising out of their data controller/processor relationship under Data Protection Laws.
- This Agreement is subject to English law and the exclusive jurisdiction of the English Courts.