Acceptance: By making the first payment, you (“the Client”) agree to be bound by these Terms of Service (“Agreement”). This Agreement is between Rhino Group Consulting LLC, located at 1502 Brittain Rd #1023 Akron, OH 44310 (“Service Provider”), and the Client, whose details will be provided during the payment process.

1.Scope of Services

Service Provider will provide CRM configuration, custom application development, and other related services as requested by Client. The specific scope of each project or task will be defined through written communication (primarily via email), with Client’s written approval required before commencement.

2.Payment Terms

a. Billing and Payment Schedule

The Client agrees to pay the Service Provider an hourly rate of $155 for services rendered. Invoices will be issued bi-weekly, or monthly and are due within 14 days of receipt by the Client. For projects with a total fee exceeding $2,000, the Client shall pay a deposit amounting to 50% of the total project cost prior to the commencement of the Services. The remaining balance will be invoiced to the Client upon completion of the Services, as defined in Section 29 (Definition of Project Completion).

b. Final Payment Upon Completion 

Final payment by the Client will be contingent upon the completion of the Services as defined in the agreed-upon project scope and as per the completion criteria outlined in Section 29. The Client’s obligation to make the final payment is subject to their right to review and accept the completed work as per the acceptance criteria detailed in Section 27 (Acceptance Criteria).

c. Late Payments

Any late payments will incur a late fee of 14% per month on any outstanding balance, or a fixed fee of $100, whichever is higher. The Service Provider reserves the right to cease work or withhold the delivery of services if payments are not made by the due dates.

3. Changes in Scope

Should the Client request a change to the Services that materially alters the scope of work as defined in the initial agreement, the Service Provider will provide the Client with a written estimate of the additional time required and any additional fees associated with such changes. The Client must provide written approval of these changes before any altered or additional Services are performed. If additional Services are requested without a corresponding extension of the timeline for performance, the Service Provider will make reasonable efforts to accommodate the Client’s needs but cannot guarantee completion within the originally agreed-upon timeframe.

4. Client Responsibilities

The Client shall cooperate with the Service Provider by providing timely responses to the Service Provider’s inquiries and requests for approvals and feedback. The Client shall provide the Service Provider with access to all necessary client-provided systems, facilities, and information required for the Service Provider to perform the Services effectively. This includes, but is not limited to, providing system access, security clearances, and workspace when needed. The Client shall also designate a primary point of contact who will provide timely decision-making and will be responsible for coordinating client-side project activities.

5. Intellectual Property and Confidentiality

a. Client-Owned Intellectual Property

All intellectual property rights in work products, designs, software, inventions, discoveries, or other materials developed by the Service Provider specifically for the Client under this Agreement will be the exclusive property of the Client upon full payment of the final invoice. Such work products will be considered “work for hire” to the extent allowed by law. The Service Provider agrees to execute any necessary documents to effectuate this provision.

b. Pre-existing Intellectual Property

The Service Provider retains all rights to its pre-existing intellectual property, including methodologies, processes, and tools, used to perform the Services. The Client is granted a non-exclusive, royalty-free, worldwide license to use such intellectual property as necessary to utilize the work products under this Agreement.

c. Confidential Information and Mutual Non-Disclosure Agreement (NDA)

The Service Provider may have access to confidential and proprietary information belonging to the Client. Both parties agree to maintain the confidentiality of such information and to enter into a mutual NDA, which will outline specific terms and conditions regarding confidentiality. The obligations to maintain confidentiality shall remain in effect indefinitely, even after the termination or expiration of this Agreement.

d. Protection and Use of Intellectual Property

Any intellectual property provided by the Client for delivering the Services, as well as any intellectual property developed by the Service Provider during the term of this Agreement, shall remain the property of the respective owner. The Service Provider agrees not to use the Client’s intellectual property for any purpose other than delivering the contracted Services without prior written consent from the Client.

6. Liability and Warranty

• Limitation of Liability The Service Provider shall not be liable for any indirect, special, incidental, consequential, or punitive damages, including but not limited to loss of profits, even if advised of the possibility of such damages. The Service Provider’s total liability under this Agreement for any and all injuries, claims, losses, expenses, or damages whatsoever arising out of or in any way related to the Agreement from any cause or causes shall not exceed the total amount of fees paid by Client to Service Provider.

• Warranty of ServicesThe Service Provider warrants that the Services will be performed in a professional and workmanlike manner and in accordance with generally accepted industry standards. For any breach of this warranty, the Client’s exclusive remedy, and the Service Provider’s entire liability, shall be the re-performance of the deficient Services. If the Service Provider cannot re-perform such Services as warranted, the Client shall be entitled to recover the fees paid to the Service Provider for such deficient Services, or a pro-rata portion thereof.

8. Dispute Resolution

All disputes arising out of or in connection with this Agreement shall first be attempted to be settled through good faith negotiation between the parties. If the dispute cannot be settled through negotiation within thirty (30) days, the parties agree to attempt to settle the dispute by mediation, administered by a mutually agreed-upon mediator, before resorting to litigation. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties.

9. Termination

This Agreement may be terminated:

a. By Either Party 

If a party materially breaches this Agreement and does not cure such breach within thirty (30) days after receiving written notice of such breach.

b. By the Client 

If the Service Provider fails to provide the Services at the agreed-upon service levels, and such failure is not remedied within 14 days after the Client’s written notice.

c. By the Service Provider

If the Client fails to make timely payments as agreed and does not cure such failure within 14 days of notice.

d. For Convenience

By either party without cause by giving the other party 31 days’ written notice.

e. Upon Project Completion

Automatically upon the completion of the Services as defined in the scope of work.

Upon termination, the Client shall pay the Service Provider for all Services performed up to the date of termination and any expenses incurred as approved by the Client. Deposits made for the Services are non-refundable, except as otherwise provided in this Agreement.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio and the State of Texas, without regard to any choice of law or conflict of law provisions. Both parties consent to the exclusive jurisdiction and venue in the federal and state courts located in Lucas County, Ohio, and Bexar County, Texas, for any litigation which may arise out of or be related to this Agreement.

11. Entire Agreement

This Agreement constitutes the sole and entire understanding of the parties regarding the subject matter hereof, and supersedes all prior understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. The parties acknowledge that they have not relied on any promise, representation, or warranty, express or implied, not contained in this Agreement.

12. No Exclusivity

The parties understand that this Agreement is not an exclusive arrangement. The parties agree that they are free to enter into other similar agreements with other entities. However, while engaged in projects for the Client, the Service Provider shall not engage in any activities that would create a conflict of interest with the Client.

13. Expenses and Supplies

a. General Expenses

The Service Provider may incur general expenses not included in the service fee for the completion of Services. The Service Provider agrees to keep accurate records and submit an itemized invoice to the Client for these expenses. The Service Provider shall obtain prior written approval from the Client for any single expense.

b. Supplies and Equipment

The Service Provider will furnish at their own expense the supplies and equipment necessary to deliver and complete the Services, unless otherwise agreed upon. If the Client is to provide specific supplies and fails to do so, the Service Provider will obtain these supplies and the Client will be responsible for the cost, provided that the Service Provider obtains prior written approval for expenses above a specified threshold.

14. Invoice Disputes

If the Client disputes any part of an invoice, the Client must notify the Service Provider in writing within 5 business days of receipt of the invoice, providing a detailed account of the dispute. The Client will pay the undisputed portion of the invoice within the terms set out in Section 2 of this Agreement. 

Disputed charges shall be reviewed by both parties in good faith to reach a resolution. If the dispute is resolved in favor of the Service Provider, the Client shall pay the disputed amount within 5 business days.

15. Rate Adjustments

a. Conditions for Rate Adjustments

The Service Provider reserves the right to adjust its rates for services provided under this Agreement due to significant changes in market conditions, wage increases, inflation, or other substantial factors impacting service delivery costs. Such adjustments will be made in accordance with the following criteria:

Market Condition Changes 

Adjustments based on significant market shifts, such as changes in the cost of living, technology advancements, or industry standard rates.

Wage and Operational Cost Increases

Adjustments reflecting increases in wages, benefits, or other operational costs necessary to maintain the quality and efficiency of services.

b. Notice of Rate Adjustments

The Client will be provided with a written notice of any proposed rate adjustments at least 90 days prior to the implementation of the new rates. This notice will include a detailed explanation of the reasons for the rate change and an outline of the new proposed rates.

c. Client’s Acceptance of New Rates

The Client’s continued use of the Service Provider’s services after the rate adjustment has become effective shall constitute the Client’s acceptance of the new rates. If the Client does not agree to the new rates, they have the right to terminate the Agreement according to the termination provisions outlined in Section 9.

d. Annual Review

The Service Provider will conduct an annual review of its rates and will only make adjustments where necessary, ensuring rates remain competitive and reflective of the current market and operational costs.

e. Commitment to Service Quality

The Service Provider commits to maintaining the highest quality of service and efficiency, ensuring that any rate adjustments are justified and necessary for the continued provision of top-tier services.

16. Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the services are completed, or as otherwise provided herein. Either party may terminate this Agreement upon providing 30 days’ written notice to the other party. Upon termination, all outstanding invoices are due and payable by the Client within 5 business days.

17. Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, terrorism, or governmental embargoes. The affected party shall notify the other party as soon as practicable and shall exert reasonable efforts to mitigate the effects of the force majeure event.

18. Legal Fees

In the event that any dispute arising out of or in connection with this Agreement results in legal action, the prevailing party in such action shall be entitled to recover its reasonable attorney’s fees and costs from the non-prevailing party.

19. No Assignment

This Agreement shall not be assigned by either party without the express written consent of the other party. Any unauthorized assignment shall be deemed null and void.

20. Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together will constitute one and the same instrument. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic communication (including without limitation a scanned PDF) is legally valid and is to be treated in all manner and respects as an original agreement and shall be considered to have the same binding legal effects as if it were the original signed version.

21. Severability

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable in any respect, such a determination will not affect the validity, legality, or enforceability of the other provisions of this Agreement. Instead, the invalid, illegal, or unenforceable provision shall be reformed, construed, and enforced to the maximum extent permissible so that it affects the intent of the parties.

22. Captions for Convenience

The headings and captions used in this Agreement are inserted for convenience only and will not affect the interpretation or construction of this Agreement or any provision hereof.

23. No Waiver

No waiver by either party of any breach or the failure to enforce any provision of this Agreement on one occasion will waive any subsequent breach thereof or enforce each and every provision thereof on future occasions.

24. Amendment

This Agreement may be amended or modified only by a written document signed by both parties. No oral amendment or agreement shall be effective.

25. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, and understandings of the parties, both written and oral. No amendment, change, or variance from this Agreement will be binding on either party unless mutually agreed to in writing and signed by authorized representatives of both parties.

26. Non-Solicitation and Non-Competition

a. Non-Solicitation

For the term of this Agreement and for 12 months thereafter, the Client agrees not to solicit or offer employment to any employee of the Service Provider who has been involved in the delivery of Services under this Agreement, without the prior written consent of the Service Provider.

b. Non-Competition

The Service Provider agrees not to engage in any activities that would directly compete with the Client’s core business within the geographic region for the duration of this Agreement and for a period of 12 months following its termination. This restriction shall only apply to the Service Provider’s activities that are substantially similar to the Services provided under this Agreement.

c. Remedies for Breach

The parties agree that any violation of this non-solicitation and non-competition clause would cause irreparable harm to the non-breaching party. In the event of such a breach, the non-breaching party shall be entitled to seek equitable relief, including injunction and specific performance, as remedies for any such breach, in addition to all other remedies available at law or in equity.

27. Acceptance Criteria

a. Defining Acceptance Criteria

For each deliverable or phase of work outlined in this Agreement, specific acceptance criteria will be agreed upon in writing by both parties prior to the commencement of the work. These criteria will define the requirements and conditions that the deliverables must meet to be accepted by the Client.

b. Review and Acceptance Process

Upon completion of a deliverable or phase of work, the Service Provider will present it to the Client for review. The Client will have a period of 14  business days to review and test the deliverable against the agreed-upon acceptance criteria.

c. Feedback and Revisions

If the Client finds that the deliverable does not meet the acceptance criteria, the Client shall provide detailed feedback and specifics of non-compliance. The Service Provider will have a specified period, agreed upon in advance, to address the feedback and make necessary revisions to meet the acceptance criteria.

d. Final Acceptance

A deliverable will be considered accepted by the Client if:

The Client provides a written notice of acceptance,

The Client uses the deliverable for business or operational purposes, or

The Client does not provide specific feedback or required changes within the review period.

e. Consequences of Non-Acceptance

In the event that the Service Provider is unable to meet the acceptance criteria after a reasonable number of attempts (as defined in the Agreement), the Client may either:

• • • Accept the deliverable with deviations, potentially at a reduced fee, or
    • Terminate the relevant portion of the Agreement related to that deliverable, subject to the terms of termination as outlined in this Agreement.

28. Data Protection and Privacy

a. Compliance with Laws

Both parties agree to comply with all applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR) if applicable. This includes, but is not limited to, laws and regulations relating to the collection, processing, storage, and transfer of personal data.

b. Use of Personal Data

The Service Provider agrees to process personal data obtained in the course of providing the Services only as necessary for the fulfillment of its duties under this Agreement and in accordance with any documented instructions from the Client, including with respect to transfers of personal data.

c. Confidentiality and Security

The Service Provider shall implement and maintain appropriate technical and organizational security measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure.

d. Data Breach Notification

In the event of a data breach involving personal data, the Service Provider shall promptly notify the Client of the breach, its nature and consequences, the measures taken or proposed to be taken to address the breach, and any other relevant information.

e. Subcontractors and Third Parties

If the Service Provider engages subcontractors or third parties in connection with the Services under this Agreement, the Service Provider shall ensure that such entities are bound by similar obligations with respect to data protection and privacy.

f. Data Subject Rights

The Service Provider shall, to the extent legally permitted, promptly notify the Client if it receives a request from a data subject to exercise the data subject’s right under the applicable data protection laws. The Service Provider shall not respond to any such data subject request without the Client’s prior written consent except to confirm that the request relates to the Client.

g. Audit and Inspection

The Client shall have the right, upon reasonable notice, to conduct audits or inspections to verify compliance with this data protection and privacy clause.

h. Termination and Return or Deletion of Data

Upon termination or expiration of this Agreement, the Service Provider shall, at the choice of the Client, return or delete all personal data processed on behalf of the Client, except as required to be retained by law.

29. Definition of Project Completion

a. Completion Criteria

Project completion shall be determined based on the fulfillment of the services and deliverables as outlined in the written scope of work or project plan, which is agreed upon by both parties at the commencement of the project. This scope of work or project plan will detail the specific tasks, milestones, deliverables, and timelines that constitute the completion of the project.

b. Client Acceptance

Completion of the project is also subject to the Client’s acceptance, which shall not be unreasonably withheld. Acceptance shall be deemed to occur when:

• • • The Client provides a written statement of acceptance,
    • The Client uses the deliverables in its business operations, or
    • The Client fails to provide written notice of any deficiencies within 31 days of the final submission of the deliverables by the Service Provider.
    • In special circumstances, such as emergencies or unforeseen events, the Client may request an extension for this review period via written communication (such as email). 
    • The Service Provider will consider such requests on a case-by-case basis and may grant extensions at its discretion.

c. Review and Modifications

Upon submission of the final deliverables, the Client shall have a specified review period during which they can test and evaluate the deliverables for compliance with the agreed-upon specifications. If any modifications are required, the Service Provider shall make the necessary adjustments and resubmit the revised deliverables for final acceptance.

d. Final Sign-off

A formal sign-off process may be conducted upon completion of the project, during which both parties will review the completed project against the agreed-upon scope and acceptance criteria. Upon mutual agreement that the project meets all specified requirements and criteria, both parties will sign a project completion form or similar document.

e. Handling of Discrepancies

In the event of any discrepancies or non-conformities with the agreed-upon project scope, the Service Provider will take reasonable steps to rectify the situation as part of the project completion process.

f. Handling of Non-Communication

In cases where the Client does not communicate any issues or becomes unresponsive after the delivery of services, the Service Provider reserves the right to deem the project complete, and the final invoice will become due and payable 31 days post-delivery.

30. Regulatory Compliance and Limitation of Liability

a. General Compliance

The Client agrees to use any applications or services provided by the Service Provider in compliance with all applicable laws, regulations, and industry standards. This includes, but is not limited to, regulations pertaining to healthcare, telecommunications, real estate, mortgage brokerage, and commercial communications.

b. Healthcare Compliance (Including HIPAA)

For applications used in healthcare settings, the Client is responsible for ensuring compliance with HIPAA and other healthcare-related regulations. The Service Provider will not be liable for any breaches or violations of these regulations.

c. Communication Compliance (Including TCPA, FCC, CAN-SPAM, and 10DLC)

The Client is responsible for ensuring that communication applications are used in compliance with TCPA, FCC regulations, the CAN-SPAM Act, and 10DLC regulations. This includes requirements for consent, opt-out mechanisms, and appropriate message content.

d. Mortgage Lending Industry Compliance

The Client is responsible for ensuring that the applications or services provided by the Service Provider are used in full compliance with all applicable laws, regulations, standards, and guidelines governing the mortgage lending industry. This includes adherence to rules and regulations applicable to mortgage brokers, banks, and all other types of home loan providers, as overseen by national, state, or local regulatory authorities and professional associations related to mortgage lending. The Service Provider will not be liable for any violations or non-compliance with such industry-specific regulations.

e. Real Estate Agency Compliance

The Client, when functioning as a real estate agent or agency, is responsible for ensuring that the applications or services provided by the Service Provider are used in compliance with all applicable laws, regulations, and ethical standards governing the real estate industry. This includes, but is not limited to, adherence to rules and guidelines set by national, state, or local real estate commissions, boards, and any other regulatory bodies overseeing real estate practices. The Service Provider is not liable for any violations or non-compliance with real estate industry regulations.

31. Use of Third-Party Materials

a. Client-Supplied Materials

The Client may provide materials, such as fonts, images, videos, or software, for inclusion in the development of applications or websites. The Client represents and warrants that they have the legal right to use these materials and that their use does not infringe upon the rights of any third party.

b. Process for Obtaining Licensing and Permissions

It is the Client’s responsibility to ensure all third-party materials provided to the Service Provider are properly licensed or have the necessary permissions for use. 

The Client shall:

• • • Obtain and maintain records of all necessary licenses and permissions for the use of third-party materials.
    • Provide the Service Provider with evidence of such licensing or permissions upon request.
    • Inform the Service Provider of any specific usage restrictions or requirements associated with these materials.

c. Service Provider’s Discretion in Use of Materials

The Service Provider reserves the right to refuse to use any third-party materials provided by the Client if there is a reasonable belief that such materials are not properly licensed or may infringe upon the rights of third parties.

d. Third-Party Software and Tools

If the Client requires the incorporation of any existing software, tools, or platforms in the development work, the Client must ensure that such incorporation is in full compliance with the terms and conditions of the original software or tool licenses. The Service Provider is not responsible for any violations of these terms.

32. Client Responsibility for Branding and Trademark Rights

a. Client Representations and Warranties

The Client represents and warrants that they have the legal right to use any brand names, logos, trademarks, or other intellectual property they instruct Rhino Group Consulting LLC to include in their application or website. The Client assures that such use does not infringe upon the rights of any third party, including but not limited to trademark rights.

b. Liability for Misrepresentation

In the event that the Client misrepresents their rights to use any brand names, logos, or trademarks, and such misrepresentation results in a claim of infringement or other legal action against Rhino Group Consulting LLC, the Client agrees to indemnify, defend, and hold harmless Rhino Group Consulting LLC from any claims, damages, penalties, legal costs, and expenses arising from such infringement.

c. Verification of Rights

Rhino Group Consulting LLC is under no obligation to verify the Client’s legal rights to use any branding, trademarks, or intellectual property. The responsibility for ensuring the legitimacy of such rights lies solely with the Client.

d. Notification of Infringement Claims

If Rhino Group Consulting LLC becomes aware of any infringement claims related to the branding or trademarks used at the Client’s instruction, Rhino Group Consulting LLC will promptly notify the Client of such claims.

33. Hosting Standards and Requirements

a. Compliance with Hosting Standards

The Client agrees to comply with all hosting standards and requirements set forth by the Service Provider when hosting web applications, websites, or scripts. This includes, but is not limited to, the requirement for all DNS records for applications/websites on our servers to be proxied through Cloudflare.

b. Notification of Non-Compliance

If the Service Provider identifies that the Client is not in compliance with the hosting standards, including but not limited to the use of Cloudflare for proxied DNS records, the Service Provider will notify the Client of this non-compliance via email.

c. Timeframe for Correcting General Compliance Issues

The Client will have 31 days from the date of the email notification to correct general compliance issues. The Service Provider agrees to provide reasonable assistance to help the Client achieve compliance.

d. Timeframe for Urgent Compliance Issues

In cases where non-compliance poses an immediate threat to the security or stability of the Service Provider’s hosting environment, the Client will have 7 days from the date of the email notification to correct the issue.

e. Consequences of Non-Compliance

If the Client fails to achieve compliance within the specified timeframes, the Service Provider reserves the right to migrate the Client’s application/website to a dedicated environment. The Client acknowledges that this migration may result in increased costs, decreased performance, or both, and agrees to bear any additional expenses.

f. Inability to Complete Migration

In situations where the Service Provider is unable to complete a migration of the Client’s application/website due to access restrictions, lack of necessary permissions, or non-communication from the Client, the following process will be implemented:

1.Initial Notification

The Service Provider will notify the Client via email detailing the issue and requesting immediate action to facilitate the migration process.

2.Reminder Notification

If no response is received, a reminder notification will be sent 7 days after the initial notification.

3.Final Warning

If the issue remains unresolved, a final warning will be sent 14 days after the initial notification, informing the Client of the impending interruption to their service.

4.Service Suspension

Should there be no resolution 14 business days after the initial notification, the Client’s services will be suspended. During this suspension period, the Client will have an additional 14 days to resolve the issue and communicate with the Service Provider to prevent service termination.

5.Service Termination

If the Client fails to respond or resolve the access issues within the 14-day suspension period, their services will be terminated.

g. Reactivation of Services

Reactivation of services after suspension or termination may incur additional fees, and is subject to the Service Provider’s standard rates and terms of service at the time of reactivation.

34. Use of Premium Software/Services

a. Notification of Ongoing Costs

When premium software or services are used in the development of a product, the Service Provider will inform the Client of any ongoing costs associated with maintaining necessary licenses or subscriptions. Continued hosting of the website or application is contingent upon the Client purchasing and maintaining these licenses or subscriptions.

b. Failure to Maintain Licenses

If the Client fails to maintain the necessary premium licenses or subscriptions and essential updates are not performed within 31 days, the Service Provider will purchase the required license or subscription on behalf of the Client. The Client will be billed for the cost of the license or subscription plus a 10% markup, which must be paid within 14 days of invoicing.

35. Right to Terminate for Illegal Activities or Security Threats

a. Lawful Use of Services

The Client is responsible for ensuring that their application, software, or service provided by Rhino Group Consulting LLC is used in a lawful manner. The Client agrees not to use the services for any activities that are illegal or that pose a threat to national security.

b. Termination for Illegal Activities or Security Threats

Rhino Group Consulting LLC reserves the right to immediately terminate hosting or servicing of any application, software, or service if it is used for illegal activities or poses a threat to national security. This termination can occur without prior notice to the Client in cases where Rhino Group Consulting LLC deems the risk to be significant.

c. Client’s Liability

In the event that the Client’s use of the application, software, or service leads to illegal activities or security threats, the Client agrees that they cannot hold Rhino Group Consulting LLC liable for any consequences of such activities. The Client is solely responsible for the legal and ethical use of the services provided.

d. Notification of Termination

Rhino Group Consulting LLC will notify the Client of the termination of services as soon as practicable, considering the nature of the perceived threat or illegal activity.

e. Exemption for Service Maintenance Agreements

Clients who are under a comprehensive “Service Maintenance Agreement” with Rhino Group Consulting LLC are exempt from immediate termination under this section. For these clients, Rhino Group Consulting LLC will work closely with the client to address and rectify any legal or security issues, in compliance with the terms of the specific Service Maintenance Agreement. However, in cases of severe violations or threats, immediate termination may still be enforced at the discretion of Rhino Group Consulting LLC.

36. Cooperation with Law Enforcement in Specific Circumstances

a. Immediate Threats to Persons and Child Endangerment

Rhino Group Consulting LLC maintains a zero-tolerance policy regarding activities that pose immediate threats to persons or involve child endangerment, including the creation or sharing of explicit images of children. In such cases, Rhino Group Consulting LLC will proactively report to and cooperate with law enforcement authorities, including providing relevant data without the need for a formal court order or subpoena.

b. Assessment of Law Enforcement Requests

For requests from law enforcement related to other situations, Rhino Group Consulting LLC will assess the request’s urgency and legitimacy. This assessment will consider the nature of the request, the potential impact on client confidentiality, and legal requirements.

Urgent Situations

In cases where a law enforcement request is deemed urgent and demonstrates a clear and immediate risk, Rhino Group Consulting LLC may provide necessary data following an internal review process.

Standard Situations

For standard law enforcement requests that do not indicate an immediate risk, Rhino Group Consulting LLC will require a formal court order or subpoena before disclosing any client data.

c. Client Notification

Rhino Group Consulting LLC will notify the client of any law enforcement request involving their data, unless such notification is prohibited by law or could compromise an ongoing investigation.

d. Legal Compliance and Confidentiality

In all interactions with law enforcement, Rhino Group Consulting LLC will comply with applicable laws and regulations, ensuring that client confidentiality is upheld to the extent permissible by law.

e. Record-Keeping of Law Enforcement Interactions

Rhino Group Consulting LLC will maintain records of all law enforcement interactions, including requests for client data and the company’s responses, to ensure transparency and accountability. 

f. Data Handling and Security

In any law enforcement cooperation, data security and confidentiality will be maintained, with data provided only as necessary and legally permitted for the specific law enforcement purpose.

g. Emergency Situations

In emergency situations where there is an immediate risk of harm, Rhino Group Consulting LLC may act swiftly to provide assistance to law enforcement, within the bounds of legal requirements.

e. Non-Emergency Requests Requiring a Court Order

For non-emergency requests that do not present an immediate risk, Rhino Group Consulting LLC will adhere strictly to the policy of requiring a court order or subpoena, ensuring the client’s legal rights and privacy are upheld.

37. Requests for Information on Law Enforcement Interactions

a. Right to Request Information

Rhino Group Consulting LLC acknowledges the importance of transparency in its interactions with law enforcement agencies. Therefore, individuals or entities, subject to legal and contractual limitations, may request information regarding Rhino Group Consulting LLC’s law enforcement interactions that pertain to their data or services.

b. Procedure for Requesting Information

Submission of Requests

All requests for information regarding Rhino Group Consulting LLC’s law enforcement interactions must be submitted in writing to the designated email address: [email protected].

Content of the Request 

The request should clearly specify the details and information sought, along with the relevant time period for which the information is requested.

Proof of Authorization 

To process the request, the individual or entity must include proof of their authorization to obtain such information on behalf of their company. This could include a letter of authorization or other relevant documentation verifying their capacity to request and receive the information.

Response Timeframe

Rhino Group Consulting LLC will review and respond to each request within a reasonable timeframe, considering the constraints of confidentiality, ongoing legal processes, and client privacy obligations. The complexity and scope of the requested information may affect the response time.

c. Limitations on Information Disclosure

Disclosure of information will be subject to applicable laws, including privacy and confidentiality regulations. Rhino Group Consulting LLC reserves the right to withhold certain information if:

• • The disclosure would violate legal obligations or court orders.
  • The information pertains to ongoing investigations or legal proceedings.
  • The disclosure would compromise privacy rights or corporate confidentiality policies.

d. Review and Compliance

Rhino Group Consulting LLC will review each request for information diligently and will comply with applicable legal standards in responding to such requests.

e. Transparency Report

Rhino Group Consulting LLC may, at its discretion, periodically publish a transparency report summarizing the nature and volume of law enforcement requests received and responded to, in a manner that does not compromise individual privacy or ongoing legal proceedings.

38. Indemnification and Liability

a. Indemnification by the Client

The Client agrees to indemnify, defend, and hold harmless Rhino Group Consulting LLC and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses (including reasonable attorneys’ fees), arising out of or in any way connected with:

• • The Client’s use of the Service Provider’s services and products;
  • The Client’s violation of any third-party intellectual property rights, including any claims related to materials provided by the Client (as outlined in Section 31);
  • The Client’s non-compliance with applicable laws and regulations (as outlined in Section 30), including but not limited to HIPAA, TCPA, FCC, CAN-SPAM, and 10DLC regulations;
  • Any illegal activities or security threats originating from the Client’s use of the services (as outlined in Section 34);
  • Any failure to maintain necessary licenses or subscriptions for premium software or services, resulting in the purchase of such licenses by Rhino Group Consulting LLC (as outlined in Section 33).

b. Limitation of Liability

Rhino Group Consulting LLC’s total liability under this Agreement for any and all injuries, claims, losses, expenses, or damages whatsoever arising out of or in any way related to the Agreement, from any cause or causes, shall not exceed the total amount of fees paid by the Client to the Service Provider.

c. Disclaimer of Consequential Damages

Rhino Group Consulting LLC shall not be liable for any indirect, special, incidental, consequential, or punitive damages, including but not limited to loss of profits, even if advised of the possibility of such damages.

d. Warranty Disclaimer

Rhino Group Consulting LLC disclaims all warranties, express or implied, to the extent permitted by law. The Service Provider does not warrant that the services will meet all of the Client’s requirements or that the operation of any services will be uninterrupted or error-free.

39. California Privacy Rights for Residents

If you’re a California resident who has shared personal information with Rhino Group Consulting, you’re entitled to request a detailed list of third parties to whom we’ve disclosed your personal data for their direct marketing purposes. Upon such a request from you, Rhino Group Consulting will provide the following details:

• • The types of personal information that were shared with any third party for their direct marketing initiatives within the last calendar year; and
  • The identities and addresses of these third parties. If a third party’s business type isn’t evident from their name, we will offer examples of the products or services they promote.

To make this request, please send us a written notice either by mail or through the email listed in the “Contact Information” section at the bottom of this Privacy Notice. Be sure to mention your preferred method for us to send our response.

Furthermore, in compliance with California legislation, we’re obligated to inform you about our approach to handling “do-not-track” signals from browsers. Currently, Rhino Group Consulting does not act in response to “do-not-track” signals from our users’ web browsers.