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, mobile website services and Application 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 Content on the Services, you understand and agree that RYNO cannot be responsible for the 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 Content posted and activity that occurs under your account (even when Content is posted by others who have access to your account or by your end users).

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.  If you are purchasing marketing services, RYNO requires 100% of the first month’s fee up front.  Your second payment will be pro rata based on the launch date of your online marketing campaign.  This will adjust your billing cycle to be due 30 days after the campaign launch.  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 and Application, if applicable.  If you purchase marketing services, other RYNO services may be bundled and discounted, at RYNO’s discretion.

e.  Website and/or Mobile Site Development Fees.  If you are utilizing RYNO to develop and build your website, 50% of the development fee is due prior to the commencement of RYNO’s website development services, and the remaining 50% is due when complete and prior to launch.  If you are utilizing RYNO to develop and build a mobile site, 100% of the development fee is due prior to the commencement of RYNO’s mobile site development services.

f.  Website and/or Mobile Site Maintenance and Hosting.  If you are utilizing website and/or mobile site 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.  Applications.  If you are utilizing Application services, a six month minimum is required; annual plans are available.  Unless you purchase an annual plan, you will pay an initial set up fee prior to the commencement of RYNO’s Applications Services, and a monthly fee.

h.  Google Pay Per Click.  If you are integrating Pay Per Click in the marketing services, you understand that any surplus in the Google account will be refunded to you 60 days after RYNO receives the surplus refund from Google.

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, mobile site and Application, and suspend or terminate any of the Services if you fail to make timely payment.  You understand that suspension or termination of an Application will also terminate the application on any devices that have downloaded your Application.  Interest on any unpaid amounts will accrue at the rate of 1% per month, commencing 30 days after the due date of the invoice.  You may pay RYNO the then current reinstatement fee, however your customers will be required to re-download the Application.

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 Content.  If you provide initial 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 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.  Denial of Application.  RYNO will advise you of best practices to ensure your application is approved by the appropriate mobile platform providers.  If you do not follow RYNO’s recommendations and if your Application is denied by the appropriate mobile platform provider you may cancel your account, however there are no refunds under any circumstances of the initial set up fee.

c.  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.  Services that are provided month to month may be cancelled as provided herein and provided that you have met your minimum term, if applicable.

d.  Cancellation of Marketing Services.  RYNO requires a minimum of 30 days notice to cancel marketing services.  RYNO will not refund amounts paid for the remainder of the then current term.

e.  Cancellation of Website and/or Mobile Site Maintenance and Hosting Services.  RYNO requires a minimum of 30 days notice to cancel website and/or mobile site maintenance and hosting services.  RYNO will not refund amounts paid for the remainder of the then current term.

f.  Cancellation of Application Services.  RYNO requires a minimum of 30 days notice to cancel Application services.  Application services may only be terminated on the last day of any calendar month.  There are no refunds for partial months.

g.  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.

h.  Deletion after Termination.  All of your Content will be deleted from the Services 90 days after cancellation or termination.  You may request return of your logos or other artwork owned by you within 60 days of cancellation of termination.  This information cannot be recovered once your account is cancelled and you agree that you will forfeit and relinquish all rights to the Content in your account.

i.  RYNO Dashboard.  Upon cancellation or termination, you will lose access to the RYNO 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.

c.  Application Updates.  From time to time, RYNO may issue an update to your Application which may add, modify, and/or remove features from your Application.  These updates may be pushed out automatically with little or no notice, although RYNO will do everything in its power to notify you in advance of an upcoming update, including details on what the update includes.

5.  Copyright, Content Ownership and Requirements.

a.  Content.  You will provide RYNO with the advertising material you designate for placement on the Services (herein, “Content”) within 10 business days of contracting for Services.  RYNO may redesign or modify the organization, structure and/or formatting of the Content as necessary in its discretion.  If, in RYNO’s sole discretion, the Content is objectionable or offensive in any respect, RYNO will return it to you and you may supply new Content or cancel this Agreement for a full refund of any amounts paid.  Any subsequent submission of 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 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.

d.  Your Retained Rights.  RYNO claims no intellectual property rights over your Content.  Your profile and materials uploaded remain yours.

e.  Removal of Content.  RYNO shall have the right (but not the obligation) at RYNO’s sole discretion to refuse or remove any Content that is available via the Services.

f.  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.

g.  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.

h.  License to Use Content.  You grant RYNO a license to use the Content posted to the Services.  By posting, downloading, displaying, performing, transmitting, or otherwise distributing user content to the Service, you are granting RYNO, its affiliates, officers, directors, employees, consultants, agents, and representatives a license to use end user content in connection with the operation of RYNO, its affiliates, officers, directors, employees, consultants, agents, and representatives, including without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat end user content.  You will not be compensated for any end user content.  By posting end user content on any Service, you warrant and represent that you own the rights to the end user content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute end user content.

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 Development, Maintenance and Hosting Terms.  In addition to the terms and conditions set forth herein, the following terms shall apply to website development, 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 Rookie and Pro sites are template-based and therefore may be similar to other sites on the internet.  Some graphics 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 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 hactivist.  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: 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.  Analytics.  You acknowledge that analytics data is provided by a third party.  RYNO cannot be responsible for the accuracy or consistency of the analytics data provided.

k.  Mobile Sites.  RYNO provides standard .html sites that may be a non-responsive site for mobile.  You may add a mobile site to your Services for an additional fee.

7.  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.

8.  Application Terms.  In addition to the terms and conditions set forth herein, the following terms shall apply to Applications services:

a.  Approval of Design.  You will be required to approve designs for your Application.  Requested changes made to the hard code after your approval constitutes a resubmission, and you agree to pay the current fees for the resubmission.

b.  Third Party Integration.  RYNO is not responsible for the accuracy of the integration of other third party applications.

c.  Annual Maintenance Services.  Annual maintenance hours are included in several RYNO Application packages.  Application maintenance hours outside of your package are billed at then current rates of RYNO.  If you make changes that negatively affect your Application and require the services of RYNO to repair the Application, you will be charged against your annual maintenance contract hours.

d.  DMCA Violation Notice.  If RYNO receives a DMCA Violation, RYNO reserves the right to terminate the Application immediately.

e.  Results of Termination.  If you fail to make timely payment, the Application will be terminated, including termination of any devices that have downloaded the Application.

f.  Application Approval.  RYNO will use commercially reasonable efforts to have the Application approved by the appropriate mobile platform provider. RYNO makes no guarantee of acceptance by any mobile platform provider.

g.  Application Availability.  Slow internet connections can affect the speed and availability of your Application.

h.  Analytics.  You acknowledge that analytics data is provided by a third party.  RYNO cannot be responsible for the accuracy or consistency of the data provided.

9.  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 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 in connection with the marketing services.  The 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.

d.  Google Pay Per Click.  If you are integrating Pay Per Click Google AdWords 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 Pay Per Click campaign based on data of historical campaigns and Google suggestions.  Budgets can vary from month to month, week to week or day to day, depending on the industry and marketing goals.

iii.  Accuracy of Content.  You understand that RYNO writes ads based on your Content.  Inaccurate 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 RYNO cannot guarantee results or particular placement with Pay Per Click.  You understand that there may be downtime on a Pay Per Click campaign caused by various factors outside of the control of RYNO and that RYNO is not responsible for downtime in a Pay Per Click campaign.

e.  Social Media.  If you are integrating social media with marketing services, you understand that it is your responsibility to obtain access to your profiles.  RYNO will post and respond on your behalf.  It is the policy of RYNO to post and respond in a neutral manner.

10.  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 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 Content, including without limitation, content posted by your end users. You understand that (i) you and your end users may be exposed to submissions or other content from a variety of sources, and RYNO and its suppliers are not responsible for the quality, accuracy, usefulness, or intellectual property rights of or relating to such Content, and (ii) you and your end users may be exposed to content (including without limitation communications with other users through public postings, private messaging, chat, or other similar features) that is inaccurate, offensive, indecent or objectionable, and you and your end users agree to waive any legal or equitable rights or remedies you and your end users have or may have against RYNO and its suppliers with respect thereto.

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.  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 Property of RYNO.  You understand that the email addresses associated with an analytics or Google AdWords 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.  RYNO Dashboard.  If your Services include the use of the RYNO Dashboard, you understand that the RYNO 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 Content.  You represent and warrant that your 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 Content and accounts containing 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.  Removal of Content.  You hereby agree that RYNO, in its sole and absolute discretion, may remove Content from your Services for any reason or no reason.

o.  Transmission of Services and Content. You understand that the technical processing and transmission of the Services, including your 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.

p.  No Spam.  You must not upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages.

q.  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.

r.  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.

s.  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.

t.  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.

u.  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 CONTENT AND ALL CONTENT POSTED BY YOUR END USERS, AND ANY AND ALL LIABILITY FOR ANY LOSS OR DAMAGE OF ANY KIND TO ANY OF YOUR END USERS OR THAT IS INCURRED AS A RESULT OF THE USE OF ANY END USER CONTENT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH THE APPLICATION.

v.  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.

w.  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 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 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 content have been duly obtained by you; (iv) that you have the right to use and publish any 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 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 Content on the Services and that you are authorized to advertise and display the business, product or service described or contained in the 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.

x.  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 Content posted on the Services, including, without limitation, any Content delivered to Application users as push notifications and any posts on social media.

y.  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).

z.  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.

11.  Contact RYNO.  Questions about the Terms and Conditions should be sent to [email protected].