Effective as of: June 9, 2021
, “we”, “us,” “our” or “Rhino” will refer collectively to Rhino New York LLC, and “Property Manager,” “Owner,” “you,” or “your” shall refer to you. By accepting these Terms, either by accessing or using a Service or executing an Order Form, you agree to be bound by these Terms as of the date of such access or use of the Service or as of the Effective Date in your Order Form (the “Commencement Date”). If you are entering into these Terms on behalf of a company, organization or another legal entity (an “Entity”), you are agreeing to these Terms for that Entity and representing to Rhino that you have the authority to bind such Entity and its Affiliates to these Terms, in which case the terms “you,” “your” or a related capitalized term herein shall refer to such Entity and its Affiliates. If you do not have such authority, or if you do not agree with these Terms, you must not use or authorize any use of the Services.
If your access to or use of the Services is prohibited by applicable law, you are not authorized to access or use the Services. We are not responsible if you access or use the Services in any manner that violates applicable law.
1. Changes to these Terms.
We may, at our discretion, update these Terms from time to time. Except as otherwise specified by us, updates will be effective upon the date indicated at the top of these Terms. The updated version of these Terms will supersede all prior versions. Your continued use of the Services on or after the effective date of the updated version of these Terms constitutes your acceptance of such updated Terms. If you do not agree to the updated version of these Terms, you must stop using the Services immediately.
2. Definitions / Schedule of Definitions.
means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control, with the applicable party.
means access to our technology-based insurance programs which include a security deposit alternative program and lease guarantee program. By accessing the Services, you enable your tenant to purchase a policy in connection with a lease for a particular property (the “Policy” and “the Property,” respectively).
means means any inventions, concepts, trade secrets, know how, improvements, data processing technologies, software, documentation, diagrams, inventions, patents, utility models, Marks, URLs, copyright, service marks, logos, and brands, Confidential Information or other intellectual property and includes the right to apply for registration or formalization of same.
means all data and information of a non-public or proprietary nature, as well as information that one party knows or should know that the other party regards as confidential including, but not limited to, know-how and trade secrets, relating to a party’s business, affairs, customers, renter data, suppliers, development plans or projects, software, and services. Confidential Information may be communicated orally, in writing or in any other recorded or tangible form. Confidential Information does not include information that (i) was in the other party’s possession free of any obligation of confidence at the time it was communicated to that party; (ii) came into the public domain without breach of confidence by the receiving party or any third party; (iii) was received by a party from a third party not known by the recipient to be subject to restrictions on such disclosure or use; or (iv) is required to be disclosed pursuant to applicable law, governmental authority or court order.3. Your Obligations.
Present the Rhino Services to Renters.
You shall announce the availability of the Services to your renters once they are approved as renters under a lease offered by you. If the renter chooses to purchase a Policy, you shall ensure that the commencement and expiration dates of the lease and of the Policy shall coincide exactly. You shall also update the lease to reflect that you have accepted a Policy in lieu of a cash security deposit, and shall not request or require a cash security deposit from the renter at any point during the term of the Policy. In the event you agree to accept a Policy where a renter has already provided a cash security deposit, you agree to amend the lease to reflect this change, and return to the renter any monies held by you as a security deposit.
Direct Renter Inquiries to Us.
You shall offer the Services to renters in a manner that is correct, clear and not misleading. You shall not advise and/or make representations to renters regarding the Services or the suitability of the Services, or interpret, determine, speculate, or predict, or otherwise advise renters as to whether any claims, losses, events or inquiries or circumstances should or would be covered under the Services. You will not solicit, negotiate, procure, or collect an insurance contract or otherwise perform the acts of an insurance agent in violation of applicable law. You agree to direct any questions about the Services directly to us.
You shall provide us with the names, rental addresses, email addresses and phone numbers of each renter of Properties participating in the Services. If asked, you shall also promptly provide us with information or assistance in connection with evaluating any claims under a Policy.
. While using the Services, you (including your directors, officers, employees, subcontractors, representatives and agents) and your Affiliates shall not directly or indirectly through any person or entity, initiate, solicit, encourage, engage or participate in, or continue to engage with any proposals, discussions or negotiations with, or provide any information, or otherwise cooperate with respect to any third party providing services or products similar or equivalent to those we offer without our prior written consent.
Compliance with Regulation and Partner Guidelines.
You shall comply with all applicable laws and regulations of each jurisdiction in which you operate, including, but not limited to all applicable data protection and privacy laws concerning your renter’s data, all applicable housing, tenant and rent laws and regulations and our Partner Guidelines
. You shall ensure that all leases entered into with renters covered by a Policy are for Properties that comply with all laws and regulations including, without limitation, applicable building and housing code standards.
Sales and Brand Support.
We will provide you with marketing and other materials (such as sheets, videos and sales decks) (“Marketing Materials”) for purposes of providing renters information about the Services. You understand that we may make changes to these Marketing Materials, and so upon receiving written notice from us that these have changed us, you agree to stop providing such Marketing Materials to any renters and discard all outdated versions of the Marketing Materials. We also may identify you (by name and logo) as using our Services in promotional materials or during promotional events as well as general information regarding your use of the Services. If you do not want your name and/or logo to be used in this way, please contact our Partner Success team.
Intellectual Property Rights.
Rhino grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right while using the Services to use the Rhino Marketing Materials and Rhino’s Intellectual Property solely in connection with your obligations under these Terms. You acknowledge and agree that, as between you and Rhino, Rhino owns all rights, title and interest to all Rhino Intellectual Property. Except as expressly permitted under these Terms, you may not use any Intellectual Property without our prior written consent. You may not use, reproduce, display, modify or create derivative works of, publicly perform, publicly display or distribute any Rhino Intellectual Property except as permitted under these Terms.
4. Mutual Obligations.
You agree to defend, indemnify, and hold us, our officers, directors, employees, agents, publishers, collaborators and business partners harmless from and against any and all claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney's fees and costs, arising out of or in any way connected with (i) your access to or use of the Services; (ii) your violation of these Terms; (iii) your violation of any applicable laws, rules or regulations; or (v) any interactions or disputes between you and a renter.
Access and Use of Confidential Information
. You and we anticipate that certain Confidential Information will be disclosed to the other party in connection with performance under these Terms. You and we agree to preserve the confidentiality of such Confidential Information of the other party and not to use or disclose such Confidential Information, during the Term and thereafter, except for the purposes of rendering performance under these Terms or enforcing a party’s rights under the Terms. You and we shall treat the other party’s Confidential Information with at least the same degree of care that you and we accord our own Confidential Information of a similar nature, provided, however, that in no event shall such care be less than that which is commercially reasonable. You and we will maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of any content, data, information, or material that is recorded by, submitted or stored in connection with the provision of the Services, including as it pertains to renter’s data.
5. Order Form.
These Terms also may be implemented through one or more mutually executed Order Forms that incorporate these Terms. Any term not defined in these Terms shall have the meaning described in the applicable Order Form. The provisions of these Terms shall govern in the event of any conflict between those of these Terms and any Order Form, except that the provisions of the Order Form will govern if the applicable Order Form term or section states that it is intended to amend or govern over any conflict with the provisions of the Terms.
The Terms shall remain applicable and in force until the later of the date set forth in any applicable Order Form or sixty (60) days following the latest expiration date of any Policy purchased covering any Property.
Termination for Cause.
Should you be in breach of any provision of the Terms, we shall provide you with notice of the breach and a reasonable opportunity to cure, up to thirty (30) days from the delivery date of such notice. If such is a breach that is not capable of being cured, we may terminate your access to the Services immediately upon written notice to you. It is also being understood that we shall have the right to terminate your access to the Services immediately upon notice to you in the event of your: (i) fraud, or act of gross negligence or willful misconduct; (ii) cessation of the management of the Property or the building in which the Property is located; (iii) defamatory, libelous, or materially prejudicial conduct; (iv) felonious conduct; and/or (v) any other act or omission that in our reasonable determination violates the spirit of these Terms, including repeated violations of the Partner Guidelines.
No Termination of Existing Policies.
You understand that the insurance agreements underlying the Policies cannot be cancelled, terminated or revised other than in accordance with their terms and that termination of your access to the Services does not affect the term of the insurance agreements underlying the Services.
Survival of Clauses Post-Termination.
Upon termination of your access to the Services, the provisions of these Terms which by their nature should survive termination shall remain in effect, including without limitation our Intellectual Property rights, confidentiality and the parties’ indemnification obligations.
7. Limitation of Liability.
To the maximum extent permitted by law, the Services are provided “as is.” Our performance under any Policy is determined solely by the terms, conditions, exclusions and limitations of the applicable Policy and applicable law. You expressly understand and agree that in no event will we be liable, directly or indirectly, to anyone for any damage or loss relating to the Services or the Policies. You agree that our making the Services available to you does not constitute provision or warranty of Services by us. Rhino does not warrant that (i) the Service will be uninterrupted, timely, secure or error-free, including without limitation any aspect of the Services provided to you through your access to our website, and/or that (ii) by giving you any advice or information, any warranty is otherwise created by us. You also expressly understand and agree that Rhino (and our respective officers, employees, agents, and successors) shall not be liable to you for any indirect, special, incidental, consequential, reliance or punitive damages with relation to any aspect of the Services or these Terms. Our total liability to you for all damages and losses shall not in any circumstances exceed the coverage limit set forth under an applicable Policy as it pertains to you.
8. Dispute Resolution.
FOR ANY AND ALL CONTROVERSIES, DISPUTES, DEMANDS, CLAIMS, OR CAUSES OF ACTION BETWEEN YOU AND US (INCLUDING THE INTERPRETATION AND SCOPE OF THIS SECTION AND THE ARBITRABILITY OF THE CONTROVERSY, DISPUTE, DEMAND, CLAIM, OR CAUSE OF ACTION) RELATING TO THE SERVICES OR THESE TERMS (AS WELL AS ANY RELATED OR PRIOR AGREEMENT THAT YOU MAY HAVE HAD WITH US), YOU AND WE AGREE TO RESOLVE ANY SUCH CONTROVERSY, DISPUTE, DEMAND, CLAIM, OR CAUSE OF ACTION EXCLUSIVELY THROUGH BINDING AND CONFIDENTIAL ARBITRATION.
In the event of any dispute or disagreement between you and us, or claim or question arising from or relating in any way to these Terms (collectively, a “Dispute”), you and we shall use their best efforts to settle the Dispute. If you and we do not reach a resolution, upon notice by either party to the other, such Dispute shall be finally settled by binding, confidential arbitration administered by the American Arbitration Association (“AAA”). The award of the arbitrator shall be final, binding and enforceable in any court of competent jurisdiction. The arbitration shall be conducted on a confidential basis and there shall be no disclosure of evidence or award/decision beyond the arbitration proceeding. You and we agree to equally share all costs of AAA arbitration, including arbitrator fees and expenses. However, you and we will remain individually responsible for your and our own attorney costs or other non-AAA required costs. If an in-person arbitration hearing is required, the arbitration will be conducted at the AAA’s office in New York, NY or as otherwise agreed by you and us.THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS ACTION BASIS OR ON ANY BASIS INVOLVING ANY DISPUTE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR ON BEHALF OF THE GENERAL PUBLIC OR OTHER PERSONS. FURTHERMORE, NO CLAIM BROUGHT IN ARBITRATION MAY BE JOINED OR CONSOLIDATED IN ANY ARBITRATION WITH ANY OTHER CLAIMS, UNLESS OTHERWISE AGREED BY THE PARTIES.
We may provide notices to you with respect to these Terms or the Services by posting such notices on our website or by sending them to you via your e-mail address or other contact address you provide upon registration or setting up your account. You consent to the use of: (a) electronic means to complete these Terms and to provide you with any notices given pursuant to these Terms; and (b) electronic records to store information related to these Terms or your use of the Services. You will be considered to have received a notice from us regarding the Services when we send it to the email address or physical address we have in our records for you or when we post such notice on our website.
9. Force Majeure.
To the extent the failure of you or us to perform any obligations due to unforeseen circumstances or causes beyond such party’s reasonable control, including, but not limited to, acts of God, war, embargoes, acts of civil or military authorities, delay in delivery by vendors not caused by fire, flood, accident, strikes, inability to secure transportation, facilities, fuel, energy, labor or materials, the time for any performance contemplated under the Terms will be extended for a reasonable period until the performance of such obligation is possible.
10. Access Interruptions.
You understand that we do not guarantee that access to the Services will be available all the time. We reserve the right to suspend access to the Services without prior notice for scheduled or unscheduled system repairs or upgrades. Further, access to the Services may be limited or unavailable due to, among other things: peak demand, systems upgrades, maintenance, any kind of interruption of the services provided by any third party or our ability to communicate with any third party, hardware or software malfunction or failure, internet service failure or unavailability, the actions of any governmental, judicial, or regulatory body, and force majeure. You agree that we will not be liable to the you for any losses incurred by you resulting from such access limitations or unavailability.
11. General Terms.
The Terms shall be governed and construed in accordance with the laws of the State of New York without giving effect to any principles of conflicts of laws. These Terms (along with any Order Forms) constitutes the entire agreement and supersedes all prior agreements, negotiations or representations (oral or written), between the parties regarding the subject matter of these Terms. The waiver of a breach or any provision of these Terms shall not constitute a waiver of any subsequent or other breach. All of Rhino’s rights and remedies herein created or otherwise existing at law or equity are cumulative, and the exercise of one of more such rights or remedies shall not be deemed to exclude or waive the exercise of any other rights or remedies. In the event that any provision of these Terms shall be determined to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.