Terms of Service - RYNO Strategic Solutions

These terms of Service (“Terms of Service”) is entered into by and between RYNO and Client pursuant to the Master Services Agreement and applicable Statement of Work by and between RYNO and Client. The Master Services Agreement and applicable Statement of Work are incorporated into Terms of Service by reference. Capitalized terms used but not defined in these Terms of Service shall have the meanings ascribed to such terms in the Master Services Agreement or applicable Statement of Work. These Terms of Service are in addition to the terms and conditions set forth in the Master Services Agreement or applicable Statement of Work.

RYNO may revise or update the Terms of Service from time to time with or without notice to Client. Client should check the Terms of Service regularly for updates.

Website Design, Development and/or Support

The following terms and conditions apply to Website Design and Development Services and Webmaster Services provided by RYNO:

General. A website designed by RYNO is intended to work in the following browsers’ current version at the time of website launch: Mozilla/Firefox, Chrome, Safari, and Microsoft Edge. Designing a website to work in other browsers (or other browser versions) may require additional services as set forth in an applicable Statement of Work, including the creation of multiple versions of code/pages.

No Guaranties. Client acknowledges and understands that RYNO does NOT guarantee:

That all maintenance updates that are released for a Client’s content management system(s) and plugins can or should be applied to Client’s site
That all updates are flawless and free from short-term side effects (as some updates do require minor maintenance in order to apply them for ongoing security)
That there will never be service interruptions during the process of applying the mentioned updates. Client should anticipate brief maintenance periods while the updates are installed.

The following terms and conditions apply to security protection services provided by RYNO:

Green Lock. If the Client’s site includes external or third-party scripts linked from a non-secure site, the Client’s site may not show a “green lock” icon after implementation of the SSL Certificate is complete. RYNO is not responsible for the appearance of the “green lock” icon if these third-party scripts are present. After installation of the SSL Certificate, the Client’s site may show a “yellow lock” icon as a result.

Future Updates. Although the server-side redirect script will always force all page URLs to be HTTPS on any new page added, there is a chance that future additions to the content, links or files on a specific page of the site may result in the browser deeming that page unsecure because of unsecure items that were added. RYNO can advise how to make updates moving forward, but cannot prevent future updates made by other site administrators from making a page appear to be suddenly unsecured. Depending on the effort level required for any new updates, there may be a need for an additional Statement of Work.

No Guarantees. Client acknowledges and understands that RYNO does NOT guarantee: (1) that all security updates that are released for Client’s content management systems and plugins can or should be applied to Client’s site; or (2) that RYNO will be able to overcome any or all future hacking or other security breach interferences.

Call Tracking

The following terms and conditions apply to call tracking services provided by RYNO:

General. Client acknowledges and agrees that, in connection with RYNO’s Call Tracking, Call Tagging, Lead Tracking and Call Recording Services, calls that are placed using RYNO’s designated local and toll-free numbers (“RYNO Numbers”) are electronically recorded and that callers to RYNO Numbers will be automatically advised that each call is subject to recording and monitoring prior to the connection (the “Recorded Call Message”). Client can opt NOT to have phone calls tracked and/or recorded by providing written notice to RYNO. Call tracking is provided by a third party vendor. There is no guarantee that call tracking will function properly. It is Client’s responsibility to ensure that Client provides a phone line with 24 hour service to properly monitor the calls received based on the marketing campaign.

Dynamic Number Pools. Client understands and acknowledges 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 Client’s call tracking services based on Client’s traffic history and the services to be provided. If Client’s traffic increases, or if the scope of Client’s 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 Client’s next invoice after Client authorizes RYNO to increase the number pool. Provided that Client has not breached the terms of this Agreement, upon termination of this Agreement and upon Client’s written request, RYNO will port the call tracking number(s) to a service provider of Client’s choice at Client’s expense.

Search Engine Optimization (SEO) and Content Marketing (Service)

The following terms and conditions apply to search engine optimization and content marketing services (hereinafter referred to as “SEO”) provided by RYNO:

General. Client understands that some SEO recommendations may not be possible depending on the limitations of the Client’s website platform and/or Content Management System (CMS). Client authorizes RYNO to use the specific keywords and/or phrases for developing and improving the ranking of the Client’s site(s) in the applicable search engines identified in the applicable Statement of Work (e.g., Google, Yahoo and Bing).  

Access and Permissions. For the purposes of receiving initial and/or ongoing professional SEO services, Client agrees to provide RYNO with the following:

FTP and other back-end access to the Client’s website(s) for uploading new web pages, and making changes on the web pages for the purpose of on-page optimization;
Full access to existing website traffic statistics for analysis and tracking purposes;
Permission to use client official email address for the purposes of requesting links;
Authorization to use of all Client’s logos, trademarks, website images, content etc., for use in creating informational pages and any other uses as deemed necessary by RYNO, Inc. for search engine optimization and social media optimization

Destruction of SEO Work. RYNO makes no guarantee/warranty of project timeline or added expenses (like charging additional fees, etc.) if the SEO work is destroyed either wholly or in parts, either knowingly or unknowingly by any party other than RYNO or without the prior consultation of RYNO. SEO work is considered to be destroyed either wholly or in parts if changes are made to a website by any party other than RYNO or without first consulting RYNO, including but not limited to the following: Changes in the file(s) or folder(s) name; Moving a file to a different folder or moving a folder into another folder or sub domain; Making changes in the head section of a document, like changing the text in the title tag, removing certain HTML tags required for site authentication; Deleting a link, folder, file, web document or sub domain; Modifying text on a web document, like changing the formatting of the text or repositioning the text; Removing analytics code from the web page which is used to track website traffic; Adding links to another website; Adding a file, folder, web document, widget or any functionality; Renaming URLs of existing web documents; Taking down the website or part of the website; Renaming, re-locating, adding or removing any file, folder or sub domain on a web server including web documents, robots.txt, .htacess file, sitemap.xml, rss.xml, etc.; Changes in the site architecture; Changes in the anchor text; Making any changes on an optimized web page.

Paid Media Management

The following terms and conditions apply to Paid Ad Management and Pay-Per-Click Advertising Services (hereinafter referred to as “Pay-Per-Click Advertising”) provided by RYNO:

General. In connection with the Pay-Per-Click Advertising Services, Client may place a bid for advertising appearing on Program Sites (defined below) in response to searches or selections by or characteristics of end users.

Authorizations. Client authorizes RYNO to place (and to arrange for third parties to place) Pay-Per-Click (PPC) Advertising on third party search engine platforms such as Google Ads, Bing Ads and on other sites RYNO owns or operates and on third party Program Sites, and designate RYNO as Client’s agent to do so, and to allocate the Pay-Per-Click Advertising among Program Sites at RYNO’s discretion. “Program Sites” means electronic sites and applications that are delivered to end users through any transport means and that meet RYNO’s Pay-Per-Click Advertising criteria (which may change at any time without notice). RYNO may modify the content of Client’s Pay-Per-Click Advertising or Client’s category, category keyword, or other selections to conform to the requirements of, or to utilize the features of, a Program Site. RYNO may modify, expand, or utilize data within, augment content, or add links to, Client’s advertising content, website, business profile, or other materials Client provides to develop searchable and user value-add data that may appear in response to searches by end users. If Client has multiple advertising campaigns (e.g. in different categories), RYNO may select which campaign will appear in response to a business name search or other search where the category is not clearly defined. RYNO may optimize Client’s advertising campaigns by adding relevant categories or keywords to Client’s Pay-Per-Click Advertising.

Google Local Ad Services (Service)

The following terms and conditions apply to Local Services Ads (LSA) Services provided by RYNO:

LSA Services Generally. If Client has retained RYNO to provide LSA Services, RYNO may assist Client with the following: (i) create Client’s profile with the Google LSA platform using best practices; (ii) upload relevant documents concerning Client’s 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 Client’s LSA budget; (vi) perform LSA audits from time to time whereby RYNO will review Client’s LSA profile and make optimization recommendations; and (vii) submit dispute requests, provided, however, that Client has subscribed for dispute request services.

Business Background Check and Registration. Client understands and agrees that Google’s LSA platform requires background checks on Client’s 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. Client agrees to provide RYNO with relevant documents relating to Client’s business licenses and registration.

Employee Back-Ground Check Submission. Client represents and warrants that Client has 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. Client acknowledges and agrees that each employee must complete the background check on a timely basis and Client represents and warrants that Client will ensure that each owner and employee complies with the applicable requirements and deadlines. Client agrees that it will notify RYNO when new employees are hired that will require a background check to retain Client’s LSA listing if updated background checks are required by Google. Client hereby agrees to indemnify, defend and hold harmless RYNO and its members, managers, employees, affiliates, 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 Client’s failure to conduct timely background checks on its employees and personnel.

Liability Insurance. Client shall provide to RYNO a Certificate of Insurance evidence appropriate coverage levels for Commercial General Liability Insurance and Professional Liability Insurance. Client represents and warrants that the insurance policies listed on the Certificate of Insurance that Client provides in connection with the LSA services is in full force. Client further agrees to provide RYNO with any updated insurance information for the purpose of keeping the profile with Google active.

Participation in Claims. Client agrees to cooperate in any inquiries from Google and participate in any investigations in the event a claim is filed in connection with services Client provided.

Maintenance of Listing. Client agrees to provide such further information or documents to RYNO as may be necessary to maintain the LSA profile and listing.

OTT Advertising Services

The following terms and conditions apply to OTT Advertising Services provided by RYNO:

OTT Advertising Services. In connection with the OTT Advertising Services, RYNO will make a media purchase or media purchases on Client’s behalf for the purpose of Client placing advertisements and/or running advertising campaigns. Each advertisement or advertising campaign for which RYNO purchases media on Client’s 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 Client to determine and guide Client’s 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 Client and subject to availability of impressions from such streaming services. In no event will Client have the ability to request specific programs or specific streaming services on which to place Client’s advertisements or advertising campaigns.

Clearances. Client will be solely responsible, at its own cost and expense, for obtaining all clearances, authorizations, permissions, licenses, and releases (collectively, “Clearances”) from third parties necessary to enable RYNO to distribute the Client Content in connection with providing the OTT Advertising Services, including, without limitation, (i) Clearances for any of the following creative elements appearing in or otherwise displayed via the Client 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 Client Content. Client hereby grants RYNO and its designees (including the owners of the programming or streaming services, as applicable, on which Client’s 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 Client 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 Client Content (in ease case, for technical reasons as necessary to distribute the ad hereunder) in connection with such display; and (iii) to use Client’s name and logo in connection with providing the OTT Advertising Services.

Guarantees; Disclaimer. RYNO hereby guarantees the following with respect to the OTT Advertising Services: (i) RYNO will deliver 100% of the impressions ordered by Client; and (ii) 95% of Client’s digital or video Client 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 CLIENT 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 CLIENT’S 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 CLIENT RELATING TO THE UNAVAILABILITY OF THE INTERNET, PROGRAMMING, OR STREAMING SERVICES OR OTT SERVICES ON WHICH CLIENT’S 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.

Reporting. In connection with the OTT Advertising Services, RYNO will provide Client with periodic reporting on the implementation of Client’s 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 Client’s monthly reports. RYNO will also provide Client with the ability to track and/or record phone lines, websites, and QR or other codes used in Client’s advertisements.

Organic Social Media Management

The following terms and conditions apply to Organic Social Media Management Services provided by RYNO:

Access. Client agrees to:

Provide full administrative access to Client’s existing Social Media accounts and any new Social Media accounts stated by Client.
Provide full access to existing Social Media statistics for analysis and tracking purposes.
Authorize RYNO to use of all of Client’s logos, trademarks, website images, content etc., for use in creating Social Media content and any other uses as deemed necessary by RYNO.

Social Media Platforms. Client further agrees that the terms of use or terms of service of each Social Media website or platform shall apply to Client.

Coaching Services

The following terms and conditions apply to Coaching and Training Services provided by RYNO:

Coaching and Training Services Generally. Coaching and training services are offered onsite, via video-conferencing platform or classroom-style training. If Client has selected video-conferencing or classroom-style training, no minimum term is required and Client may cancel services with 30 days written notice to RYNO.

Onsite Monthly Coaching and Training Term. If Client has subscribed to onsite periodic coaching and training services, a minimum of term of 12 months will apply. In the event Client wishes to terminate onsite monthly coaching and training services prior to the end of the term, Client must give RYNO 30 days’ written notice to cancel and Client agrees to pay any unpaid balance and any remaining balance for the onsite coaching and training services.

Onsite Monthly Coaching and Training Investment. Client agrees to pay the travel expenses, inclusive of airfare, hotel, rental car (or if Client’s 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. Client agrees to pay all onsite fees prior to the arrival of the coach/trainer and an expense retainer consisting of estimated costs.

Business Coaching and Training. RYNO offers business coaching and training, and can be custom-designed based on Client’s 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.

Customer Service Representative (CSR) Coaching. CSR coaching will be performed with groups of two to five CSRs. Client and RYNO agree that sessions will occur weekly, twice monthly, or monthly, depending on Client’s selection. Unless otherwise agreed between RYNO and Client, 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 Client’s actual calls and recordings as well as Client’s dashboard reports if subscribed. RYNO will provide a customer CSR scorecard for three to five calls per CSR per session.

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 Client’s sales staff with creation of a sales book to track various contacts with customers, sales, referrals, and goals. If Client has 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.

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 Client’s 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. Client hereby agrees to indemnify, defend and hold harmless RYNO and its members, managers, employees, affiliates, 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 Client’s employee or agent’s negligence or intentional malfeasance in the performance of his or her duties.

Cooperation Required. To maximize the effectiveness of coaching and training, Client agrees that it will dedicate time and provide materials relating specifically to Client’s business operations, culture, feel and service goals as applicable to enable RYNO to prepare a foundational script to drive service consistency among Client’s CSRs, sales staff and/or technicians.

No Employment Decisions. While RYNO may offer a report of progress of its training and coaching efforts for Client’s CSRs, sales staff and technical staff, Client acknowledges and agrees that RYNO reports and feedback are not to be used for employment or continued employment decision-making. Client hereby agrees to indemnify, defend and hold harmless RYNO and its members, managers, employees, affiliates, 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 Client’s 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 Client’s agents that have participated in RYNO coaching or training sessions.

No Guarantee. Client acknowledges 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. Client understands and agrees that RYNO makes no guarantees as to any level of improvement to Client’s business operations and does not warrant that training or coaching will positively impact business, management, CSR, staff or technician performance.

Certain Third Party Services:

WP Engine. If Client engages RYNO to host the website with WP Engine, all of WP Engine’s terms and conditions apply: https://wpengine.com/legal/terms-of-service/.

Chat. If Client engages in Chat, Zyratalk’s terms of service apply: https://www.zyratalk.com/terms.

Nextdoor. If Client engages in Nextdoor advertising, Nextdoor’s advertising terms of service apply and can be found here: https://help.nextdoor.com/s/article/nextdoors-advertising-terms?language=en_US.

Local Services Terms of Service. If Client engages in Google LSA services, Google’s LSA platform terms of service apply and can be found here: https://support.google.com/localservices/answer/7501778?hl=en&ref_topic=11555468 .

RYNOtrax Terms of Service. https://portalhelp.rynotrax.com/en_US/portal-faqs/terms-of-service.