Contract Summary

This Partnership Agreement is made between Rhino Software Limited registered in England and Wales with company number 9379891 (“the Licensor”) and you (the “Rhino Partner”).  Organisations operating as Rhino Partners accept the terms of this agreement.

This agreement shall commence on the date that you accepted the terms of this agreement (the “start date”) and will remain valid provided you abide by the terms of this agreement and provided this contract has not been terminated in accordance with the terms of this agreement.

The following definitions shall apply in this agreement.

• The Rhino Service: refers to accessing the Rhino product in accordance with the terms and conditions of the license agreement between the Customer and the Licensor.
• Customer: Is an individual or business that has subscribed to use the Rhino Service.
• Partner Code: Is a unique code that is allocated to approved Partners to identify which customers aligned to that partnership.
• Sub-Partners Network: Rhino Partners can recruit up to 9 sub-partners as part of their Sub-Partner Network.
• Sub-Partner Members: An organisation recruited by the Rhino Partner that subsequently becomes a Rhino Partner and who have been allocated a Partner Code by the Licensor.
• Minimum Sales Target: Rhino Partners must secure a minimum of 12 new Paying Customers in the first year of the contract and a minimum of 6 new Paying Customers during the subsequent years.

2. Rhino Partner Marketing Restrictions

The Licensor reserves the right to restrict a Partner to promote the App within a specific geographic region or industry sector.

The Licensor permits the Rhino Partner to promote the Rhino Service and documentation available at the site to customers or partners for the term of this agreement provided the Rhino Partner abides by the terms of this agreement and provided the agreement has not been terminated in accordance with the terms of this agreement.

The Rhino Partner shall not use or market the Rhino Service in any way that is against the law.

The Rhino Partner may not promote the Rhino Service or offer access to the Rhino Service to organisations that are a direct competitor of the Licensor, except with the Licensor’s prior written consent.

The Rhino Partner may not market or promote the Rhino Service in a way that harms the Licensor or its Partners, affiliates, resellers, distributors, service providers and/or suppliers.

The Rhino Partner may promote the Rhino Service using their own marketing materials and social media sites provided they adhere to the Licensors branding guidelines and advice.

The Rhino Partner shall not promote a similar service offered by a competitor to Rhino’s customers during the term of this agreement or for twelve months following the termination of this agreement.

Rhino Partners waive the right to receive sales commission payments following the termination of this agreement.

3. Customers of the Rhino Service

All Customers of the Rhino Service will be required to accept and adhere to the License terms that govern the usage of the Rhino Service before commencing to use the Rhino Service. If a customer is in breach of the Licence terms, the Licensor, at its sole discretion, has the right to suspend or terminate a customer’s account.

The Licensor may refund to the customer a portion of the License Fee for the suspended period that may have been paid in advance.  Where a customer account has been suspended or terminated, any sales commission payments paid to the Rhino Partner relating to the suspended or terminated period for this account will be deducted by the Licensor from future commission payments.

4. Billing

The administration of customer licenses, customer billing and the collection of any related License fees for using the Rhino Service will be executed solely by the Licensor in accordance with the terms set out in the customer’s license agreement.

5. License Fee Commission Rates

The Licensor will agree the Rhino Partner Sales Commission Rate during the Partner Registration Process (the “Rhino Partner Sales Commission Fee”).  The Commission Fee will be calculated based on the Net Revenue paid by the customer to the Licensor for Sales directly attributable to the Rhino Partner as identified by the customer entering the Partner Code when they register a new customer account on the Rhino Service.

The Rhino Partner will receive a reduced percentage of the Partner Sales Commission Fee for sales attributable to their Sub-Partner Network.  The Rhino Partner Sales Commission Fee will be calculated by deducting the Sub-Partner Sales Commission Fee from the Partner’s Sales Commission Fee.

6. Helpdesk

The Licensor will provide all Customers with advice on matters relating to both functional and technical queries.

7. Intellectual Property Rights

The Licensor alone shall own all rights, title and interest, including all related intellectual property rights, in and to the Licensor’s technology, the content and the service and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you or any other party relating to the Service.

This agreement is not a sale and does not convey to you any rights of ownership in or related to the service, the Licensor’s technology or the intellectual property rights owned by Licensor.

The Rhino App name, the Rhino logo, and the product names associated with the service are trademarks of the Licensor and no right or licence is granted to the Rhino Partner or any other party to use them other than for the purpose as set out in this agreement.

The Licensor is the sole owner of the product, the service and the site, including without limitation, all applicable U.K. and non-U.K. copyrights, patents, trademarks, and trade secrets and other intellectual property rights thereto.

The Licensor owns the domain names, mobile applications, web Applications and social media sites used to access and promote the Rhino Small Business App and any supporting documentation and materials that are made available to you by the Licensor.

Except as otherwise specifically provided in this agreement, the Rhino Partner may not copy, download, or use the Licensor’s property for any purpose without the written permission of the Licensor.

The Rhino Partner may, however, print a copy of individual screens appearing as part of the service and site solely for the purpose of promoting the service to its customers.

All title and intellectual property rights in and to the content of any third-party web site that may be linked to or viewed in connection with the service is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties.

This agreement grants you no rights to use such content except as allowed by such third party.

8. Privacy Policy

The Licensor, Rhino Partner and Distribution Network Member’s considers the use of the Rhino Service to be private and agree not sell, rent, or lease Rhino customer information to third parties.

The Rhino Partner agrees to immediately notify the Licensor if they become aware of any unauthorised use or breach of security of the service.

To protect customer privacy, Rhino Partners will only be able to view the names of customers that have subscribed using their specific Partner Code.

By accepting this contract, you hereby acknowledge, agree and authorize the Licensor to present you by name, logo, URL and description, as a Rhino Partner.

9. Disclaimer of Warranties

The Rhino Partner expressly agrees that use or promotion of the Rhino Service and related documentation is at their sole risk.

To the fullest extent permitted by law, the Licensor expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of quality, performance, merchantability, fitness for a particular purpose, title and non-infringement.

The Licensor makes no warranty that the service will meet your requirements or needs or that the service will be uninterrupted, timely or be free from software errors, nor does the Licensor make any warranty as to the results that may be obtained from the use of the service or the accuracy of any other information obtained through the service.

The Rhino Partner understands and agrees that any material and/or data downloaded or otherwise obtained (including plug-ins) through the use of the service is done at the customers own risk and that customers will be solely responsible for any damage to their computer system or smart device, or loss of data that results from the download of such material and/or data.

No information or advice, whether oral or written, obtained by you from the Licensor or through the service shall create any warranty not expressly made herein.

10. Limited Warranty

The Rhino Partner acknowledges and agrees that use or promotion of this service and related documentation is at their own sole risk. To the fullest extent permitted by law, the Licensor expressly disclaims all other warranties with respect to the Rhino Service and related documentation, as indicated above.

11. Termination

This agreement is effective until terminated by either party providing written notice to the other party of their intention to terminate the agreement.

The partner will be deemed to have terminated this agreement automatically if they cancel their licence subscription to use the product or if they fail to meet the minimum sales target.

The Rhino Partner shall receive sales commission payments during the term of this agreement.  For the avoidance of doubt, sales commission payments will cease if this contract is terminated by either party.

In the event the agreement is terminated, the Licensor reserves the right to continue to supply the Rhino Service to customers recruited by partners under the term of this agreement.

Except as otherwise expressly provided herein, all sections of this agreement that, by their nature, should survive termination, will survive termination, including, without limitation, warranty disclaimers and limitations of liability. Termination is not an exclusive remedy, and the Licensor reserves all other available remedies in contract, tort, or negligence – by law or at equity.

12. Limitation of Liability

To the fullest extent permitted by law, under no circumstances shall the Licensor be liable for any indirect, incidental, special, consequential or punitive damages of any character, including, without limitation, loss of goodwill, lost profits, lost revenues, lost sales or business, work stoppage, computer failure or malfunction, lost data or for any and all other damages or losses that result from the use or inability to use the service for any reason, including under contract, tort, or negligence, even if the Licensor has been advised of the possibility of such damages.

In no event shall the Licensor’s total liability to the Rhino Partner for damages, losses, and causes of action (whether in contract, tort (including negligence or otherwise) exceed £1 (one GBP pound).

13. Assignment or Change in Control

This Agreement may not be assigned by the Rhino Partner without the prior written approval of the Licensor, such consent to be given in the Licensor’s absolute discretion.  Any purported assignment in violation of this section shall be deemed to be void.

14. Changes to the Terms and Conditions

The Licensor may change the terms of the partnership agreement from time to time and at any time.  The Licensor will notify Rhino Partners via the Rhino Partner Page on Facebook or by publishing the revised agreement on the Licensor’s website.

Partners will be deemed to have accepted the revises terms if they continue to accept licence commission payments from the Licensor.

15. General

The Rhino Partner is responsible for obtaining and maintaining their own business infrastructure (Equipment, Services, etc.) required to promote the service at their own cost.

The Rhino Partner is responsible for the cost of all marketing activities that are independently undertaken to promote the service within their region.

The Licensor is not responsible for any delays, delivery failures or damage resulting from problems inherent in the use of the Internet and electronic communications.

This agreement constitutes the complete agreement between the parties and supersedes all prior agreements and representations between them.

The failure of the Licensor to exercise or enforce any right or provision of the terms of this agreement shall not constitute a waiver of such right or provision.

This agreement shall be governed by the laws of England and Wales. Each party consents to, and agrees that each party is subject to, the exclusive jurisdiction of the courts of England and Wales with respect to any actions for enforcement of or breach of this agreement or for any other cause.

The Licensor will endeavour to ensure that the Rhino Service is compatible with the latest releases of the iOS and Android operating systems and with the latest releases of leading web browsers. Support for older versions is not guaranteed.