By using any of the services and products of RYNO Strategic Solutions, LLC (hereinafter, “RYNO”), including without limitation, marketing services, website development services, mobile site services, website maintenance and hosting services, SEO services, and OTT advertising services (collectively, “Services”), you are agreeing to be bound by the following terms and conditions (“Terms and Conditions” or “Agreement”).
RYNO reserves the right to update and change the Terms and Conditions from time to time without notice. Any new features that augment or enhance the current Services, including the release of new tools and resources, are subject to the Terms and Conditions. Continued use of the Services after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms and Conditions at any time at: www.RYNOSS.com/termsandconditions
Violations of any of the terms below will result in the termination of your account. While RYNO prohibits such conduct and User Content on the Services, you understand and agree that RYNO cannot be responsible for the User Content posted on the Services and you nonetheless may be exposed to such materials. You agree to use the Services at your own risk.
1. Account Terms. If you use any of the Services, you agree:
a. You must be 13 years or older to use the Services.
b. You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
c. You must provide your full legal name, a valid email address, and any other information requested by RYNO.
d. You are responsible for maintaining the confidentiality and security of your account and password. RYNO cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
e. You are responsible for all User Content posted and activity that occurs under your account.
f. RYNO reserves the right to refuse service to anyone for any reason at any time.
2. Payment Terms.
a. Payment Processing. RYNO Strategic Solutions, LLC is the processor for all payments. You are responsible to remit payment and all fees and charges incurred if you dispute a charge by RYNO Strategic Solutions, LLC and order an investigation of such charge or otherwise initiate a chargeback. For your convenience, RYNO also allows payment by ACH transactions. You may terminate your ACH authorization at any time, however termination of ACH authorization does not relieve you of your payment obligations hereunder. Returned checks will incur a $35.00 charge.
b. No Prorations. There will be no refunds or credits for setup fees, deposits, partial months or partial years of Services, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.
c. Taxes. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
d. Marketing Services Fees and Billing Terms. If you are purchasing marketing services, you acknowledge and agree to pay RYNO the total fee set forth in the Agreement. RYNO has agreed to accept monthly installments of the fee, commencing on the launch date of your online marketing campaign. Your monthly payment will be due on the same date of each month for the term of the Agreement. Failure to pay any invoice when due could result in the suspension of any services, including, but not limited to, your website, if applicable. If you purchase marketing services, other RYNO services may be bundled and discounted, at RYNO’s discretion. You acknowledge and agree that the term described in the Agreement for marketing services commences at the start date of the campaign launch and will continue for the term described in the Agreement (i.e. if you agreed to a twelve month term, the term will expire twelve months after campaign launch). Notwithstanding the foregoing, RYNO reserves the right to commence automatic billing prior to campaign launch if you have failed to provide information and details requested by RYNO necessary to move the campaign launch forward.
e. Website Development Fees. If you are utilizing RYNO to develop and build your website, a percentage of up to 100% of the development fee is due prior to the commencement of RYNO’s website development services.
f. Website Maintenance and Hosting. If you are utilizing website maintenance and hosting services, each term is for one year. RYNO will send you a renewal notice and invoice for the annual fee 60 days prior to the end of the term. If you fail to pay the maintenance and hosting annual fee, hosting services will be suspended which will prevent your website and/or mobile site from being viewable on the internet or mobile phones, as applicable.
g. Pay Per Click Services. If you are integrating pay-per-click (“PPC) in the marketing services (including, without limitation, PPC for Google Ads, Bing Ads, Microsoft Professional Services Ads, Google Performance Max, Google Search Partners, or Google Display Networks (each, and “Ads Platform”)), you agree to pay RYNO a monthly management fee equal to twenty percent (20%) of the PPC spend budget, or $350.00, whichever is greater. You understand that the minimum fee due to RYNO in the amount of $350.00 applies, even if you reduce your budgeted spend PPC campaign amount or temporarily pause or suspend the PPC campaign. Any surplus in the applicable Ad Platform’s account will be refunded to you 60 days after RYNO receives the surplus refund from the applicable Ad Platform.
h. OTT Advertising Services. If you are utilizing connected TV and/or “over-the-top” online streaming advertising services (“OTT Advertising Services”), you agree to pay RYNO the setup fee set forth in this Agreement and a monthly fee based on the minimum number of monthly impressions set forth in this Agreement. 100% of the setup fee is due upon execution of this Agreement and 100% of the OTT Advertising Services fees for each month of an advertising campaign is due prior to the commencement of each such month during the campaign.
i. Suspension of Services for Past Due Accounts. Without limiting any other rights and remedies, RYNO may remove, or cause to be removed, any of the Services, including the website, and suspend or terminate any of the Services if you fail to make timely payment. Interest on any unpaid amounts will accrue at the rate of 1% per month, commencing 30 days after the due date of the invoice.
j. No Release of Website Files or Domain. RYNO will not release website files and will not release domain ownership until all fees due and owing on your account are paid in full.
3. Cancellation and Termination.
a. Objectionable User Content. If you provide initial User Content and RYNO, in its sole discretion, deems it objectionable or offensive, you may cancel your account and will be refunded your initial fees paid. If you thereafter resubmit User Content and RYNO, in its sole discretion, deems it objectionable or offensive, RYNO may terminate this Agreement and retain all initial fees paid for Services.
b. Cancellation of Services. Account cancellation requests must be submitted in writing. Cancellation requests submitted by phone are not valid and will not be honored. You may not cancel services that are provided based on a term contract prior to the end of the applicable term. You further understand that the applicable term for marketing services or OTT Advertising Services commences at the start of the campaign launch. Services automatically renew on a month to month basis unless you give a minimum of 30 days written notice of cancellation. Services that are provided month to month may be cancelled at any time with 30 days written notice and provided that you have met your minimum term or minimum spend commitment, if applicable.
c. Cancellation of Website Maintenance and Hosting Services. RYNO requires a minimum of 30 days notice to cancel website maintenance and hosting services. RYNO will not refund amounts paid for the remainder of the then current term.
d. Termination by RYNO. RYNO, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Services, or any other RYNO Services, for any reason at any time. Such termination of the Services will result in the deactivation or deletion of your account or your access to your account. RYNO will not refund amounts paid for the remainder of the then current term.
e. Deletion after Termination. You may request your User Content, logos or other artwork and website files from RYNO within 60 days of cancellation or termination, and RYNO will provide the files and User Content in its possession to you within 30 days of your request, provided you have not breached the terms of this Agreement. All of your User Content will be deleted from the Services 90 days after cancellation or termination and will no longer be available to RYNO or to you. This information cannot be recovered once your account is cancelled and you agree that you will forfeit and relinquish all rights to the User Content in your account.
f. RYNOtrax Dashboard. Upon cancellation or termination, you will lose access to the RYNOtrax Dashboard.
4. Modifications to Services and Fees.
a. Modifications. RYNO reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice.
b. No Liability for Modifications. RYNO shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services.
5. Copyright, Content Ownership and Requirements.
a. User Content. If you have retained RYNO to build a website without RYNO marketing services or if you have retained RYNO to provide OTT Advertising Services, you will provide RYNO with the advertising material you designate for placement on the Services (herein, “User Content”) within 10 business days of contracting for Services or at such other time(s) as mutually agreed to by you and RYNO. RYNO may redesign or modify the organization, structure and/or formatting of the User Content as necessary in its discretion. If, in RYNO’s sole discretion, the User Content is objectionable or offensive in any respect, RYNO will return it to you and you may supply new User Content or cancel this Agreement for a full refund of any amounts paid. Any subsequent submission of User Content by you that is objectionable or offensive, at RYNO’s discretion, may result in immediate termination of this Agreement by RYNO with no credit or reimbursement to you of any funds paid.
b. Requirements of Logos. Logos and other artwork that you submit as part of your User Content must be of a certain quality or additional charges may apply. Logos must be submitted as .eps, .ai or .psd files with an image resolution of 150 ppi or dpi. At RYNO’s request, you will produce ownership or licensing agreement regarding your right to use the logo or other artwork.
c. RYNO Artwork. Artwork created by RYNO is the sole property of RYNO. RYNO hereby grants a perpetual, non-exclusive, royalty free license to use the RYNO Artwork, in an uneditable format, provided you have not breached your obligations under this Agreement.
d. Your Retained Rights. RYNO claims no intellectual property rights over your User Content. Your profile and materials uploaded remain yours.
e. Removal of User Content. RYNO shall have the right (but not the obligation) at RYNO’s sole discretion to refuse or remove any User Content that is available via the Services.
f. RYNO Content. If you have purchased marketing Services, RYNO will create certain content (the “RYNO Content”) to be displayed on your website, including without limitation, blog material. RYNO hereby grants a perpetual, non-exclusive, royalty free license to use the RYNO Content, provided you have not breached your obligations under this Agreement. If you have breached your obligations under this Agreement, RYNO may remove the RYNO Content prior to returning any requested website files to you. If you have purchased marketing Services, RYNO may also create certain SEO content (the “RYNO SEO Content”) to be included in your website files. You understand and agree that the RYNO SEO Content is proprietary and the property of RYNO. Upon termination or cancellation of Services, RYNO will remove the RYNO SEO Content from your website files. If you have purchased marketing Services, RYNO may also utilize certain RYNO Plugins (the “RYNO Plugins”) to be included in your website files. You understand and agree that the RYNO Plugins are proprietary and the property of RYNO. Upon termination or cancellation of Services, RYNO will remove the RYNO Plugins from your website files. You further agree to remove the RYNO Plugins from your website in the event that RYNO does not have access to same.
g. RYNO’s Property. The look and feel of the Services is the copyright of RYNO. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements without express written permission from RYNO. All RYNO Content included on its site, its Software, and through the Services is the property of RYNO and is protected by U.S. and international intellectual property laws. All RYNO Content, Software, code, HTML/CCS/JavaScript/PHP/MySQL/Python, and visual design data is copyrighted by RYNO. RYNO’s property also includes any Ads Platform accounts and email addresses used to establish an applicable Ads Platform account on your behalf, as the applicable Ads Platform accounts contain RYNO’s proprietary information.
h. Software. RYNO may make certain software available to you through the Services. If you download or otherwise use the software from the Service, the software, including all files and images contained in or generated by the software, look and feel, HTML/CSS/JavaScript/PHP/MySQL/Python, visual design elements, and accompanying data (collectively, “Software”) are deemed to be licensed to you by RYNO, for your personal and noncommercial use only. Except as otherwise provided in this Agreement, RYNO does not transfer either the title or the intellectual property rights to the Software, and RYNO retains full and complete title to the Software as well as all intellectual property rights therein. You may not sell, redistribute, or reproduce the Software, nor may you decompile, reverse-engineer, disassemble, or otherwise convert the Software to a human-perceivable form.
i. Compliance with Law. When accessing or using the Services, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Services is at all times governed by and subject to laws regarding copyright, trademark, patent, and trade secret ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content in violation of any party’s copyrights, trademarks, patents, trade secrets, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright, trademark, patent, and trade secret ownership and use of intellectual property, and you shall be solely responsible for any violations of any laws and for any infringements by any intellectual property rights caused by any content you provide, post, or transmit, or that is provided or transmitted using your account. The burden of proving that any Content does not violate any laws or intellectual property rights rests solely with you.
6. Website Build, Maintenance and Hosting Terms. In addition to the terms and conditions set forth herein, the following terms shall apply to website build, maintenance and hosting services:
a. Approval of Design. You will be provided with a copy of the proposed design for your website. All revisions to the website design shall be submitted by you at one time and a revised design will be provided. You will be required to approve your website design. Once you approve the website, RYNO will program and code the website. Requested changes made to the hard code after your approval of the website is outside the scope of the project, and you agree to pay the current hourly fees for the changes. Fees are charged based on the work that needs to be done and who is performing the work in accordance with RYNO’s hourly rate schedule. Similarly, for any website re-design or updates, RYNO will provide you with an estimate, and may require up to all of its fee up front.
b. Editor Access Only. You may have editor access to the Website. RYNO will not grant you administrative access or FTP access to any website hosted on RYNO servers. Administrator access will be granted if hosting is maintained outside of RYNO.
c. Similar Templates and Graphics. RYNO’s Rural sites are template-based and therefore may be similar to other sites on the internet. For all RYNO websites, including RYNO Rural sites and RYNO custom built sites, RYNO may utilize some graphics that are purchased from iStockPhotos and therefore graphics on your site may be identical to graphics on other sites on the web.
d. DMCA Violation Notice. If RYNO receives a notice pursuant to the Digital Millennium Copyright Act (“DMCA Violation”), RYNO reserves the right to take the material or your website down immediately.
e. Plug-Ins. All third party plug-ins must be approved by RYNO in its sole and absolute discretion. RYNO may terminate use of any plug-in at any time in its sole and absolute discretion.
f. Annual Maintenance Services. If you subscribe to website maintenance services, RYNO will provide you with two (2) additional hours of website changes per year. Changes that require additional time are billed at RYNO’s then current hourly rates. RYNO may require up to all of the fees to be paid up front.
g. Downtime and Losses. You may experience downtime with your website with poor internet connectivity or if a third party breaks into or otherwise hacks your site. You may experience theft or loss of data. Your website may be attacked by a hacktivist. RYNO is not responsible for any issues resulting in website downtime or data loss.
h. Third Party Integration. RYNO is not responsible for the accuracy of the integration of other third party applications and sites.
i. Browser Support. RYNO websites support the latest two versions of the following browsers: Edge, Internet Explorer, Firefox, Google Chrome and Safari. RYNO makes no guarantees or commitments concerning the load time of the website on each of the browsers.
j. Google Analytics. You acknowledge that analytics data is provided by a third party, Google. RYNO cannot be responsible for the accuracy or consistency of the analytics data provided.
7. Additional Website Development and Enhancement Services. In addition to the terms and conditions set forth herein, the following terms shall apply to additional website development and enhancement services:
a. Services Provided Hourly. If you have not retained RYNO to build your website, but have purchased RYNO marketing services, RYNO may recommend updating or creating enhancements to your website. Fees are charged based on the work that needs to be done and who is performing the work in accordance with RYNO’s hourly rate schedule. Similarly, for any website updates, RYNO will provide you with an estimate, and may require up to all of its fee up front.
8. SEO Services. In addition to the terms and conditions set forth herein, the following terms shall apply to SEO services:
a. On Page Optimization. RYNO’s SEO services include metadata embedded in your website to optimize searches. If the Services are terminated or cancelled, RYNO will remove all of the metadata from your website.
b. Off Page Optimization. RYNO’s SEO services include off-page optimization. You understand that RYNO’s strategies and methods are proprietary and RYNO does not disclose any of the off-page optimization activities. RYNO does not keep track of time it spends on optimization activities, and will not provide you with keywords lists.
c. External Site Links. RYNO’s SEO services include links to your website on other sites. If SEO services are terminated or canceled, links to your website from other pages may be removed.
d. Plug-Ins. All plug-ins must be approved by RYNO in its sole and absolute discretion. RYNO may terminate use of any plug-in crafted for SEO purposes at any time in its sole and absolute discretion.
e. No Guarantee. You understand that RYNO cannot guarantee results or particular placement on any search engine.
9. Internet Marketing Services. In addition to the terms and conditions set forth herein, the following terms shall apply to marketing services:
a. Current Website. RYNO may be unable to use your current website to utilize the full breadth of the marketing services. If RYNO does not build your website, RYNO cannot be responsible for any issues experienced with your website.
b. Coordination with Website Developer. If you are using RYNO for marketing services, but are not using RYNO as your website developer or hosting company, RYNO will give you changes to your website to increase the effectiveness of your internet marketing. RYNO cannot be responsible for errors or issues in connection with the work performed by your website developer or hosting company.
c. Call Tracking. RYNO may provide a call tracking number or numbers in connection with the marketing services. Each number is owned by RYNO. You understand that the calls are tracked and recorded to enable RYNO to assess the effectiveness of the marketing services. Call tracking is provided by a third party vendor. There is no guaranty that call tracking will function properly. It is your responsibility to ensure that you provide a line with 24 hour service to properly monitor the calls received based on the marketing campaign. You understand and acknowledge that RYNO and its third party vendor utilize dynamic number pools to provide call tracking in connection with the marketing services. RYNO will establish an initial pool of numbers for your call tracking services based on your traffic history and the services to be provided. If your traffic increases, or if the scope of your services changes, RYNO may recommend an increase to the number pool and will identify any increased costs and fees associated with the increased number pool. Additional costs and fees for the increased number pool will be reflected on your next invoice after you authorize RYNO to increase the number pool. Provided that you have not breached the terms of this Agreement, upon termination of this Agreement and upon your written request, RYNO will port the call tracking number(s) to a service provider of your choice at your expense.
d. Pay Per Click. If you are integrating PPC advertising with marketing services, the following shall apply:
i. Proprietary Strategies. You understand that RYNO’s strategies and methods, including key words lists and the types of ads are proprietary and RYNO does not disclose any of its strategies to its customers.
ii. Budgets Vary. RYNO budgets your PPC campaign based on data of historical campaigns and suggestions made by the applicable Ads Platform. Budgets can vary from month to month, week to week or day to day, depending on the industry and marketing goals.
iii. Accuracy of User Content. You understand that RYNO writes ads, blogs and other marketing materials based on your User Content. Inaccurate User Content will adversely affect the results of the marketing services.
iv. Modifications or Revisions. You understand that if you modify your website or services or products offered, you must notify RYNO so that the ads may be revised.
v. No Guarantee. You understand that if you modify your website or services or products offered, you must notify RYNO so that the ads may be revised.
e. Facebook Ad Manager Access.. If you are integrating Facebook Ads with marketing services, the following shall apply:
i. Proprietary Strategies.. You understand that RYNO’s strategies and methods, including key words lists and the types of ads are proprietary and RYNO does not disclose any of its strategies to its customers. If RYNO creates an account on your behalf, RYNO will work within your account and release access to you upon termination of the Agreement.
ii. No Guarantee.. You understand that RYNO cannot guarantee results or particular placement with Facebook Ads. You understand that there may be downtime on a Facebook Ad campaign caused by various factors outside of the control of RYNO and that RYNO is not responsible for downtime in a Facebook Ad campaign.
f. Social Media.. If you are integrating social media with marketing services, you understand that it is your responsibility to obtain access to your profiles and to grant RYNO access to same. RYNO will post and respond on your behalf. It is the policy of RYNO to post and respond in a neutral manner.
10. Coaching and Training Services.. In addition to the terms and conditions set forth herein, the following terms shall apply to coaching and training services:
a. Coaching and Training Services Generally. Coaching and training services are offered onsite, via video-conferencing platform or classroom-style training. If you have selected video-conferencing or classroom-style training, no minimum term is required and Customer may cancel services with 30 days written notice to RYNO. All coaching and training services shall be paid by you to RYNO in advance of the services.
b. Onsite Monthly Coaching and Training Term. If you have subscribed to onsite periodic coaching and training services, a minimum of term of 12 months will apply. In the event you wish to terminate onsite monthly coaching and training services prior to the end of the term, you must give RYNO 30 days written notice to cancel and you agree to pay any unpaid balance of the onsite coaching and training services as set forth in Exhibit C.
c. Onsite Monthly Coaching and Training Investment. You understand that the investment amount quoted by RYNO includes the coaching and training time set forth in Exhibit C and coaching materials. You may request and/or RYNO may recommend certain activities that may include additional expense, such as flipchart paper and activity specific items, all of which will be approved by you in advance before the expense is incurred by RYNO. You also agree to pay the travel expenses, inclusive of airfare, hotel, rental car (or if your location is less than 180 miles from trainer, mileage reimbursement per the IRS guidelines if trainer utilizes his or her own vehicle) and per diem for the trainer. You agree to pay all onsite fees prior to the arrival of the coach/trainer and an expense retainer consisting of estimated costs; you agree to pay all remaining expense reimbursement charges within seven (7) business days of the receipt of the itemized expense invoice provided by RYNO to customer. If you overpaid expenses charges prior to the arrival of coach/trainer, RYNO will refund the overpayment within ten (10) business days.
d. Business Coaching and Training. RYNO offers business coaching and training, and can be custom-designed based on your needs and goals, including: budget building assistance, process/procedure creation assistance, financial statement review and prescriptions, acquisition posturing and leadership. If business coaching is performed onsite, a minimum of two days per session is required.
e. Customer Service Representative (CSR) Coaching. CSR coaching will be performed with groups of two to five CSRs. You and RYNO agree that sessions will occur weekly, twice monthly, or monthly, depending on your selection. Unless otherwise agreed between RYNO and Customer, groups of two to three CSRs will receive 60-minute coaching sessions; group of four to five CSRs will receive 90-minute coaching sessions. CSR students must be enrolled and registered. Rotating of CSR students is prohibited without the written consent of RYNO. CSR coaching will be based off of Customer’s actual calls and recordings as well as your RYNOtrax Dashboard report, if subscribed. RYNO will provide a customer CSR scorecard for three to five calls per CSR per session.
f. Sales Staff Training. RYNO offers sales staff training as classroom training, one on one coaching, small group coaching, and onsite training inclusive of ride alongs if desired. RYNO will assist your sales staff with creation of a sales book to track various contacts with customers, sales, referrals, and goals. If you have subscribed for periodic one on one coaching sessions, individual staff must be enrolled and registered; rotating one on one sales staff coaching is prohibited without the written consent of RYNO.
g. Technician Training. RYNO offers technician training as classroom training, one on one coaching, small group coaching, and onsite training inclusive of ride alongs if desired. If you have subscribed for periodic one on one coaching sessions, individual staff must be enrolled and registered; rotating one on one technician coaching is prohibited without the written consent of RYNO. The purpose of the technician training is to coach and guide the desired interaction between the technician and the customer; it does not include technical training on the actual service to be performed. You hereby agree to indemnify, defend and hold harmless RYNO and its members, managers, employees and agents for, from and against any claims, loss, liability, damage, expenses, cost and damages, including any and all attorneys’ fees and costs incurred by RYNO, arising out of your employee or agent’s negligence or intentional malfeasance in the performance of his or her duties.
h. Technical Training. RYNO may offer separately technical training available in certain industries.
i. Cooperation Required. To maximize the effectiveness of coaching and training, you agree that you will dedicate time and provide materials relating specifically to your business operations, culture, feel and service goals as applicable to enable RYNO to prepare a customer foundational script to drive service consistency among your CSRs, sales staff and/or technicians.
j. No Employment Decisions. While RYNO may offer a report of progress of its training and coaching efforts for your CSRs, sales staff and technical staff, you acknowledge and agree that RYNO reports and feedback are not to be used for employment or continued employment decision-making. You hereby agree to indemnify, defend and hold harmless RYNO and its members, managers, employees and agents for, from and against any claims, loss, liability, damage, expenses, cost and damages, including any and all attorneys’ fees and costs incurred by RYNO, arising out of your employment relationship or termination thereof of any employee that has participated in RYNO coaching or training sessions, or arising out of the termination of any independent contractor relationship of any of your agents that have participated in RYNO coaching or training sessions.
k. No Guarantee. You acknowledge that there are many variables that impact the success of coaching and training services. Variables that can influence success of training and coaching programs include, without limitation, business and/or employee follow through, implementation, communication, seasonality and marketplace trends. You understand and agree that RYNO makes no guarantees as to any level of improvement to your business operations and does not warrant that training or coaching will positively impact business, management, CSR, staff or technician performance.
11. Geofencing Services. In addition to the terms and conditions set forth herein, the following terms shall apply to geofencing services:
a. Privacy Legislation. You represent and warrant that your use of the geofencing services complies with all applicable privacy laws.
12. Local Services Ads Services. In addition to the terms and conditions set forth herein, the following terms shall apply to Local Services Ads (LSA) services:
a. LSA Services Generally. If you have retained RYNO to provide LSA Services, RYNO may assist you with the following: (i) create your profile with the Google LSA platform using best practices; (ii) upload relevant documents concerning your business licensing and registration; (iii) initiate the required employee background checks; (iv) upload the required Certificate of Insurance with Google; (v) assist with other Google requirements for verification; (vi) manage your LSA budget; (vi) perform LSA audits from time to time whereby RYNO will review your LSA profile and make optimization recommendations; and (vii) submit dispute requests, provided, however, that you have subscribed for dispute request services.
b. Business Background Check and Registration. You understand and agree that Google’s LSA platform requires background checks on your business, including civil litigation history, judgments and liens. Further Google’s LSA platform verifies that businesses are licensed and registered according to the relevant laws and regulations. You agree to provide RYNO with relevant documents relating to your business licenses and registration.
c. Employee Back-Ground Check Submission. You represent and warrant that you have provided to RYNO the employee information for all business owners and all employees that enter customer homes or directly perform services as required by Google. You acknowledge and agree that each employee must complete the background check on a timely basis and you represent and warrant that you will ensure that each owner and employee complies with the applicable requirements and deadlines. You agree that you will notify RYNO when new employees are hired that will require a background check to retain your LSA listing if updated background checks are required by Google.
d. Liability Insurance. You represent and warrant that the Certificate of Insurance that you provide in connection with the LSA services is in full force. You further agree to provide RYNO with any updated insurance information for the purpose of keeping the profile with Google active.
e. Participation in Claims. You agree to cooperate in any inquiries from Google and participate in any investigations in the event a claim is filed in connection with services you provided.
f. Maintenance of Listing. You agree to provide such further information or documents to RYNO as may be necessary to maintain the LSA profile and listing.
g. Local Services Terms of Service. You agree to abide by Google’s LSA platform terms and conditions, as the same may be amended from time to time. https://support.google.com/localservices/answer/7501778?hl=en&ref_topic=11555468
13. OTT Advertising Services. In addition to the terms and conditions set forth herein, the following terms shall apply to OTT Advertising services:
a. OTT Advertising Services. Generally. In connection with the OTT Advertising Services, RYNO will make a media purchase or media purchases on your behalf for the purpose of you placing advertisements and/or running advertising campaigns. Each advertisement or advertising campaign for which RYNO purchases media on your behalf pursuant to this Agreement will run exclusively on one or more connected TV and/or “over-the-top” online streaming services and will not run on cable, broadcast, or satellite television. In connection with the OTT Advertising Services, RYNO will conduct initial intake and consulting with you to determine and guide your strategic approach for targeting customers via OTT advertising. RYNO will purchase media and place advertisements or advertising campaigns across multiple programs and streaming services based on audience and market demographics components provided by you and subject to availability of impressions from such streaming services. In no event will you have the ability to request specific programs or specific streaming services on which to place your advertisements or advertising campaigns.
b. Clearances. You will be solely responsible, at your own cost and expense, for obtaining all clearances, authorizations, permissions, licenses, and releases (collectively, “Clearances”) from third parties necessary to enable RYNO to distribute your User Content in connection with providing the OTT Advertising Services under this Agreement, including, without limitation, (i) Clearances for any of the following creative elements appearing in or otherwise displayed via the User Content: photos, video footage, music (including, without limitation, any synchronization and mechanical licenses), audio tracks, trademarks, service marks, and rights of publicity and other indicia of identity, and (ii) Clearances from any individuals or entities whose trademarks, service marks, other corporate indicia, names, voices, likenesses, and other indicia of identity may appear in any of the User Content. You hereby grant RYNO and its designees (including the owners of the programming or streaming services, as applicable, on which your advertisements or advertising campaigns run) a non-exclusive, irrevocable, worldwide, transferable, sub-licensable right and license (i) to use, reproduce, perform, display, distribute, and modify the User Content (or any portion thereof) for distribution in the programming via the streaming services; (ii) to modify, copy, reformat, transmit, retransmit and otherwise manipulate the User Content (in ease case, for technical reasons as necessary to distribute the ad hereunder) in connection with such display; and (iii) to use your name and logo in connection with providing the OTT Advertising Services.
c. Guarantees; Disclaimer. RYNO hereby guarantees the following with respect to the OTT Advertising Services: (i) RYNO will deliver 100% of the impressions ordered by you (subject to Section 13(d) below); and (ii) 95% of your digital or video User Content placed by RYNO in connection with the OTT Advertising Services will play to the end. RYNO fulfills audience targeting requests through the review, analysis, and application of data segments and data sets obtained from third party service providers. RYNO makes no promises or guarantees regarding the composition, accuracy, relevance, or currency of such data segments and data sets. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, RYNO DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE OTT ADVERTISING SERVICES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ALL SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” RYNO, ITS AFFILIATES, SERVICE PROVIDERS AND VENDORS SHALL HAVE NO LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON WITH RESPECT TO ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH ANY USER CONTENT OR OTHER MATERIALS DISPLAYED ON ANY PROGRAMMING OR VIA ANY STREAMING SERVICE. RYNO DOES NOT REPRESENT OR WARRANT THAT ANY ADVERTISEMENTS, ADVERTISING CAMPAIGNS, OR OTHER MATERIAL WILL BE DISPLAYED ON ANY PROGRAMMING OR STREAMING SERVICE WITHOUT INTERRUPTION OR ERROR (OR THAT ANY ERRORS WILL BE CORRECTED), OR THAT ANY OTT ADVERTISING SERVICES OR THE RESULTS THEREOF WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR BE FREE OF VIRUSES OR OTHER HARMFUL OR MALICIOUS CODE. RYNO WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES INCURRED BY YOU RELATING TO THE UNAVAILABILITY OF THE INTERNET, PROGRAMMING, OR STREAMING SERVICES OR OTT SERVICES ON WHICH YOUR ADVERTISEMENTS ARE PUBLISHED. RYNO MAKES NO REPRESENTATIONS OR WARRANTIES RELATING TO THE RESULTS OF THE OTT ADVERTISING SERVICES, INCLUDING WITHOUT LIMITATION, THE NUMBER OF IMPRESSIONS, CLICK-THROUGHS, OR LEADS AND ANY PROMOTIONAL EFFECT OR RETURN ON INVESTMENT, OR THAT ANY PARTICULAR AUDIENCES WILL BE REACHED.
d. Fees; Term and Termination of Services. Fees for the OTT Advertising Services will be paid monthly in advance based on the number of impressions ordered by you multiplied by the cost per impression set forth in this Agreement. You acknowledge and agree to pay RYNO the total fee set forth in the Agreement for each month for which RYNO will be providing the OTT Advertising Services. In addition, as compensation for RYNO’s intake, consulting, and other market analysis to determine and guide your strategic approach for targeting customers via OTT advertising, you acknowledge and agree to pay RYNO the setup fee set forth in this Agreement upon execution of this Agreement. The setup fee as well as any fees paid in advance for a given month are not refundable; provided, however, that if RYNO is not able to fulfill the number of impressions in a given month due to unavailability then, at RYNO’s option, RYNO will either refund to you the amounts paid for unfulfilled impressions or provide a credit against the next month’s fees.
e. Reporting. In connection with the OTT Advertising Services, RYNO will provide you with periodic reporting on the implementation of your advertisements or advertising campaigns including reach and frequency reporting, full transparency network level reporting, and website and location attribution reporting. Additionally, RYNO will integrate analytics data, presented with analysis, into your monthly reports. RYNO will also provide you with the ability to track and/or record phone lines, websites, and QR or other codes used in your advertisements.
f. Third Party Integration. Certain components of the OTT Advertising Services may be provided by third-parties. RYNO reserves the right to modify, remove, or replace any such third-party services or components from time to time. Your access and use of any third-party service in connection with your use of the Services is at your own risk and RYNO hereby expressly disclaims any and all responsibility and liability for your use of any third-party service or component in connection with your use of the OTT Advertising Services. Additionally, upon written notice to RYNO, or as otherwise set forth this Agreement, you may authorize and allow certain of your third party service providers (including any advertising, marketing, public relations, or other similar agency) (each, a “Permitted Third Party”) to access and use the OTT Advertising Services solely on your behalf and solely in connection with services being provided by such Permitted Third Party to you. Any use of the OTT Advertising Services by a Permitted Third Party shall be deemed your use of the OTT Advertising Services for all purposes of this Agreement. Any use of the OTT Advertising Services by a Permitted Third Party shall be subject in all respects to compliance with the terms if this Agreement. You shall be liable and responsible for any breach of this Agreement by a Permitted Third Party. RYNO shall have no liability to you or any other person or entity for any use of the OTT Advertising Services by a Permitted Third Party or for any action or omission taken by RYNO at the request or direction of a Permitted Third Party.
14. General Conditions. The following provisions shall apply to all Services:
a. As Is. Your use of the Services is at your sole risk. The service is provided on an “as is” and “as available” basis.
b. Technical Support. Technical support is only available via email. The technical support email address is [email protected].
c. Content. You authorize RYNO to use, reuse, and to grant others the right to use and reuse, your User Content, and any reproduction or simulation thereof, in any form of media or technology now known or hereafter developed, both during and after your use of the Services, for any purposes related to the Services. You are solely responsible for your User Content.
d. Third Party Vendors. You understand that RYNO uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services.
e. Contact Forms. You understand that RYNO will receive a copy of any contact forms submitted through the Services by your customers in order to monitor the effectiveness of the Services.
f. Call Tracking and Recording. You understand that call tracking lines track and record the phone calls occurring through the website or in connection with OTT advertisements.. Callers will hear a recorded message that calls are recorded. It is your responsibility to know the laws of the state, and if your state requires that both parties know the call is being recorded, you agree to inform your employees that calls are recorded.
g. Analytics Email and Google Ads Account are Property of RYNO. You understand and agree that any Ads Platform Account established by RYNO is the property of RYNO. You further acknowledge and agree that the email addresses associated with an Ads Platform’s analytics or an Ads Platform account are the property of RYNO.
h. Aggregation of Data. You understand that RYNO may aggregate geographical and statistical data and information to assess the effectiveness of your marketing campaigns and the marketing campaigns of other clients.
i. RYNOtrax Dashboard. If your Services include the use of the RYNOtrax Dashboard, you understand that the RYNOtrax Dashboard integrates third party information and may not be accurate or consistent.
j. Services Provided Determined on Availability. You understand that RYNO will not initiate work until payment is received. When your payment is received, you will be added to the queue, and your work will commence when the customers ahead of you have been served. RYNO makes no promises, representations or warranties as to when the Services will commence or launch.
k. No Hacking. You must not modify, adapt or hack the Services or modify another website so as to falsely imply that it is associated with the Services or any other RYNO service.
l. No Duplicating. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission by RYNO.
m. Offensive User Content. You represent and warrant that your User Content (i) does not contain material that is obscene or harms minors in any way, including child pornography, or (ii) does not contain material that is racist, excessively violent, harassing or otherwise offensive or objectionable. RYNO may, but has no obligation to, remove User Content and accounts containing User Content that RYNO determines, in its sole and absolute discretion, are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms and Conditions.
n. Transmission of Services and User Content. You understand that the technical processing and transmission of the Services, including your User Content, may be transferred unencrypted and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
o. No Spam. You must not upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages.
p. No Viruses. You must not transmit any worms, viruses, adware, spyware or any malicious code of a destructive nature, or any code or file that may have the effect of compromising any security or access control feature of any of the Services.
q. RYNO Statements. RYNO may post on the Services or through a link within the Services various statements of content, disclaimers or statements to the visitors and users of the Services concerning the content and access to and usage of the services and may modify such statements and disclaimers from time to time without prior notice to you. This includes a statement that RYNO created and maintains your Services.
r. No Warranty. RYNO does not warrant that (i) the Services will meet your specific requirements, or are suitable or appropriate to meet any standards for describing or advertising a particular product or service offered by you, (ii) the Services will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Services will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Services will meet your expectations, (v) any errors in the Services will be corrected; and (vi) any analytics data provided to you is accurate or consistent.
s. Limitation of Liability. You expressly understand and agree that RYNO shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if RYNO has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Services; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Services; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the Services; (v) or any other matter relating to the Services. In no event shall RYNO’s liability to you exceed the amount actually paid to RYNO by you during the twelve (12) months immediately preceding the date of the claim, or $500, whichever is greater.
t. DISCLAIMERS. RYNO DISCLAIMS ALL WARRANTIES AND CONDITIONS CONCERNING THE SERVICES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THE PROVISION OF OR THE FAILURE TO PROVIDE SERVICES. RYNO DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH THE USER CONTENT.
u. Force Majeure. In no event will RYNO have liability or be deemed in breach hereof for any failure or delay of performance of any duration resulting in whole or part from any governmental action, fire, flood, insurrection, war, earthquake, power failure, network failure, riot, explosion, embargo, strikes, terrorist act, labor or material shortage, transportation interruption of any kind or work slowdown or any other condition not reasonably within RYNO’s control. Your payment obligation will not be excused or reduced upon the occurrence of any such event.
v. Your Representations and Warranties. You represent and warrant that: (i) you are entering into this Agreement for the sole purpose of advertising for your own products or services and not for any products or services offered or furnished by any third party; (ii) the User Content as well as any other advertising or materials you furnish to RYNO that concerns or describes you or your product or service is true and accurate and complete, is not misleading by false statement or omission of fact, is not slanderous or defamatory to any other party directly, indirectly or by innuendo, and does not invade the right of privacy or other property rights of any other person; (iii) that you have made appropriate investigation and inquiry and that the User Content furnished by you for use in any Services is not subject to any third-party trademark or copyright claims, rights or protection and any and all approvals, consents, permission and or licenses to use or display the User Content have been duly obtained by you; (iv) that you have the right to use and publish any User Content that you furnish to RYNO including but not limited to any name, address, trade name, trademark, service mark, picture, likeness, reproduction, endorsement, copyrighted or copyrightable item or other User Content and that such use complies with all applicable laws, license agreements and other obligations and the use of which does not impair or infringe on any rights of any third parties; (v) that you have made appropriate investigation and inquiry and that you are authorized to advertise and display the business, product or service described or contained in the User Content on the Services and that you are authorized to advertise and display the business, product or service described or contained in the User Content in conjunction with the other content of the Services and that by doing so you are not in violation of any law, rule or regulation or any particular rules, regulation or law that pertain to your particular industry, profession or services; and (vi) that you are not in violation of any laws, rules, regulations and/or licensing requirements that apply to your business, profession, goods or services by advertising on the Services. In some instances, RYNO will furnish and publish content and images on the Services on your behalf. It is your sole responsibility to ensure all content and images published on your Services meet all the requirements outlined above. This releases RYNO from any liabilities stemming from content or imagery on your Services. You agree to notify RYNO immediately in writing at any time that you discover that any of the representations or warranties contained in these Terms and Conditions are not true and correct in all respects and/or if you receive notice or any communication from any third-party that claims directly or by implication that any of these representations or warranties contained in these Terms and Conditions are not true and correct in all respects.
w. Indemnification. You hereby agree to indemnify, defend and hold RYNO and its owners, members, managers, employees and agents harmless for, from and against all claims, loss, liability, damage, expenses, costs and damages, including any and all legal costs incurred by RYNO and costs of defense of any lawsuit or litigation against RYNO including but not limited to all attorneys’ fees and costs of litigation, arising out of your failure to perform this Agreement, or any breach by your of any representation or warranty set forth in this Agreement, or relating to any User Content posted on or used in connection with the Services and any User Content places in any media, including on social media.
x. No Waiver. The failure of RYNO to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. The Terms and Conditions constitutes the entire agreement between you and RYNO and govern your use of the Services, superseding any prior agreements between you and RYNO (including, but not limited to, any prior versions of the Terms and Conditions).
y. Miscellaneous.
i. Governing Law and Venue. These Terms and Conditions will be governed by and construed in accordance with the laws of the State of Arizona, without regard to the principles of conflicts of law, except to the extent those laws are preempted by federal law. The proper venue for any proceeding at law or in equity will be Maricopa County, Arizona, and the parties waive any right to object to the venue.
ii. Attorneys’ Fees. If any action is brought to recover any amount under this Agreement or for or on account of any breach of, or to enforce or interpret any of the terms, covenants, or conditions of this Agreement, the prevailing party will be entitled to recover from the other party, as part of the prevailing party’s costs, reasonable attorneys’ fees, the amount of which will be fixed by the court, and will be made a part of any award of judgment rendered.
iii. Headings. Headings of this Agreement are for the purposes of reference only and shall not limit or otherwise affect the meanings hereof.
iv. Severability. If any one or more of the provisions of this Agreement is held or found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
v. Binding Upon Heirs. This Agreement will be binding upon the parties, their heirs, legal representatives, successors, and assigns.
15. Contact RYNO. Questions about the Terms and Conditions should be sent to [email protected].
Revised October 31, 2023