This Rhino Merchant Terms and Conditions (“Agreement”) forms a legal agreement between Rhino Eco, Inc. (“Rhino”) and Rhino’s Services recipient (“you” and “your”) to receive certain payment and financial processing, technology and other business services offered by Rhino and its Affiliates (“Services”). This Agreement states the terms and conditions that apply to your use of the Services. This Agreement is effective upon your first access or use of the Services and continues until you or Rhino terminates it.
Rhino’s General Terms and Conditions will apply to you and to this agreement. Any dispute between you and Rhino is subject to a class action waiver and must be resolved by individual binding arbitration. Please read Rhino’s General Terms and Conditions and its Dispute Resolution provision as it affects your rights under this Agreement.
You will be given the option to use the Services via a designated portal (“Merchant Platform”). Only businesses located in the United States that meet Rhino’s Prequalification Requirements are eligible to use the Merchant Platform. You may use the Services and the Merchant Platform only within, and in order to serve your clients, in the following US States: New York; New Jersey; Connecticut; Pennsylvania. These merchant Services terms govern your use of the Merchant Platform including the “Cash Billing” and “3rd party Financed” Services. Additional Services are governed by a separate agreement. Providing you with the ability to use the Merchant Platform and any of the Services is subject to Rhino’s sole discretion based on information we may collect on You and Your business including but not limited to the financial condition, credit history, and professional reputation.
Subject to these terms and your compliance with them, Rhino grants you a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license to access and use the Merchant Platform. You and Rhino grant each other a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the trademarks of the grantor as long as you solely identify Rhino as your service provider. Joint development between the parties (if any) will require a separate agreement. Nothing in these terms assigns or transfers ownership of any IP Rights to the other party.
Rhino will provide you with support to resolve general issues relating to your Merchant Platform and your use of the Services. You can contact Rhino here. Rhino is not responsible for providing support to non-Merchant users or to clients that you may serve using the Merchant Platform. You must immediately notify Rhino if: you anticipate experiencing business changes that will affect your usage eligibility under Rhino’s Prequalification Requirements; you anticipate experiencing a change of control or a material change in your business or financial condition; the regulatory status of the business changes, including if it becomes subject, or no longer subject, to regulatory oversight; or a Governmental Authority has notified you that you or your business is the subject of investigative action.
You authorize Rhino to retrieve information about you and your business from third parties. You authorize and direct those third parties to compile and provide that information to Rhino. This information may include your, or your business, name, address, credit history, banking relationships, and financial history.
You must designate at least one bank account in connection with the Services and their fees. Your fees for using Rhino’s Merchant Services are stated in the Rhino Merchant Service Agreement (“Fees”). Rhino may revise the Fees at any time. If Rhino revises the Fees for a Service that you are currently using, Rhino will notify you at least 30 days before the revised Fees apply to you. Fees would be charged for each associated transaction you create, for both using Rhino’s platform to facilitate the transaction or using a different medium to transact using a financing option referred to you by Rhino. You must pay, or ensure that Rhino is able to collect, Fees and other amounts you owe under the Merchant Service Agreement when due. Rhino may deduct, recoup or set off Fees and other amounts you owe under the Merchant Service Agreement, or under any other agreements, you have with Rhino or any of its Affiliates. You authorize Rhino to debit your Bank Account without separate notice and only to collect amounts you owe or invoice you for those amounts.
Rhino’s Fees exclude taxes. You have sole responsibility and liability for determining which taxes apply to the sale of your products and services and sole responsibility for assessing, collecting, and reporting taxes for your business. If Rhino is required to withhold taxes, Rhino may deduct those taxes from amounts otherwise owed to you and pay those taxes to the appropriate taxing authority.
Rhino is not a bank. Certain Services involve regulated consumer lending or money transmission under U.S. Law. To the extent that your use of the Services involves these or other regulated services under U.S. Law, Rhino’s Affiliates provide those regulated Services, and their terms will apply to you.
Rhino may suspend its Services to you, and your access to the Merchant Platform, if under its sole discretion Rhino believes you are in breach of these terms, or you are engaged in a business that poses risk to Rhino, or you violated any law or your use of the Merchant Platform may be unlawful. You may terminate this Agreement and the Merchant Service Agreement at any time by closing your Rhino Account.
You may provide Feedback to Rhino or its Affiliates. You grant Rhino and its Affiliates a perpetual, worldwide, non-exclusive, irrevocable, royalty-free license to exploit that Feedback for any purpose. All Feedback is Rhino’s confidential information.
You and Rhino agree, and shall cause its respective directors, officers, employees, consultants, advisors and affiliates, to treat and hold as confidential all business, technical, financial or other information of the other party (“Confidential Information”) including, without limitation, information relating to product development, customer lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, business acquisition plans and new personnel acquisition plans. You and Rhino further agree to use the Confidential Information of the other party solely for the purpose of advancing the business relationship contemplated under this Agreement as expressly permitted or directed by the parties. Obligations in the MNDA signed between the parties shall apply to this agreement.
Rhino and You waive claims against each other for consequential damages arising out of or related to this agreement, this waiver of consequential damages shall not apply to or act to limit the indemnification obligations of either party or liability for breach of the confidentiality provision of this agreement. Rhino and its Affiliates will not be liable for any losses, damages, or costs you may incur, or delays in the Merchant Platform or its Affiliates’ performance or non-performance.
Rhino may modify all or any part of this Agreement at any time by posting a revised version of the modified Agreement, and by notifying you that such changes are made.
Rhino may assign or transfer any obligation or benefit under this Agreement as long as it does not materially affect your rights under this agreement. You may not assign or transfer any obligation or benefit under this Agreement without Rhino’s consent.
You and Rhino are independent contractors. Nothing in this Agreement serves to establish a partnership, joint venture, or general agency relationship between Rhino and you, or with Rhino or your Affiliates.
If any court or governmental authority determines a provision of this Agreement is unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provision were not present and that any partially valid and enforceable provision be enforced to the extent that it is enforceable.