End User License Agreement

By installing, accessing, or using the Rhino Platform, you agree to this Agreement on behalf of yourself and the organization you represent. You confirm that you have the authority to bind that organization.

1. Parties and structure

1.1. Rhino means Rhino B.V. and/or Rhino Sp. z o. o., together with their affiliates. Rhino B.V. provides access to the Rhino Platform and any related services described in an applicable Order Form, the Services, unless an applicable Order Form states that Rhino Sp. z o. o. is the contracting entity for a specific End User. Rhino may provide the Rhino Platform directly or through authorized resellers and partners. Rhino affiliates may provide parts of the Rhino Platform.

1.1.1. Rhino B.V. is established at Hogehilweg 19, 1101 CB Amsterdam, Netherlands, Chamber of Commerce number 89917081, VAT number NL865152287B01.

1.1.2. Rhino Sp. z o. o. has its registered office in Wrocław, ul. Strzegomska 140A, tax id 8943159824, registered in the National Court Register under KRS number 0000862241.

1.2. End User means the person or organization that uses the Rhino Platform, whether the End User purchased directly from Rhino or indirectly through a reseller or partner.

1.3. Authorized Users means End User’s employees, contractors, and agents that End User permits to use the Rhino Platform.

1.4. Resellers and partners: If End User purchased access through a reseller or partner, then commercial terms such as pricing, invoicing, payment terms, and commercial service commitments are set by that reseller or partner, unless an Order Form with Rhino B.V. or Rhino Sp. z o. o. says otherwise. This Agreement still applies to End Users’ and Authorized Users’ use of the Rhino Platform.

2. Definitions

2.1. Rhino Platform means Rhino software, firmware, cloud services, mobile applications, websites, and related documentation and support materials that Rhino makes available, including dashboards, alerts, analytics, integrations, and APIs.

2.2. Documentation means user guides, specifications, and help content that Rhino makes available for the Rhino Platform.

2.3. Hardware means Rhino gateways, sensors, and other devices supplied by Rhino, including the firmware embedded on those devices.

2.4. End User Equipment means meters, networks, routers, servers, and any other equipment or systems not supplied by Rhino.

2.5. End User Data means data submitted to, collected by, or made available through the Rhino Platform by or on behalf of End User, including utility consumption data, meter reads, telemetry, device status, alerts, building metadata, and configuration data.

2.6. Services means the Rhino Platform and any related support or professional services that Rhino agrees to provide under an applicable Order Form.

3. License and permitted use

3.1. License grant: Subject to this Agreement and any applicable order form, statement of work, subscription order, or similar purchasing document, an Order Form, Rhino grants End User a limited, non-exclusive, non-transferable, and revocable license to access and use the Rhino Platform and Documentation during the applicable subscription term for End User’s internal business purposes.

3.2. Use restrictions: End User will not, and will not allow others to:

3.2.1. Copy, modify, translate, or create derivative works of the Rhino Platform, except to the extent permitted by law that cannot be waived.

3.2.2. Reverse engineer, decompile, or attempt to discover source code or underlying ideas, except to the extent permitted by law that cannot be waived.

3.2.3. Bypass security controls, probe or scan for vulnerabilities, or interfere with the Rhino Platform.

3.2.4. Use the Rhino Platform to build, benchmark, or improve a competing product or service.

3.2.5. Resell, rent, lease, or provide the Rhino Platform to third parties, except as expressly permitted in an Order Form or a separate written agreement with Rhino.

3.2.6. Use the Rhino Platform for unlawful purposes, or in a manner that violates the rights of others.

3.3. Open source and third-party components: Some components may be governed by separate third-party or open source license terms. Those terms apply to the extent required and are available at legal@rhino.energy.

4. Accounts and security

End User is responsible for all use of the Rhino Platform under its accounts and by its Authorized Users. End User must keep credentials confidential and promptly notify Rhino of any suspected unauthorized access.

5. End User Data, privacy, and data use

5.1. End User Data ownership: As between the parties, End User retains all rights in End User Data. Rhino does not claim ownership of End User Data.

5.2. Rhino use of End User Data: Rhino may process End User Data to provide, secure, maintain, and improve the Rhino Platform, including troubleshooting, support, analytics, and performance monitoring. Rhino may create aggregated and de-identified data sets from End User Data and use them for product improvement, benchmarking, and reporting, provided they do not identify End User or any individual.

5.3. Personal data and data protection: If End User Data includes personal data, the parties will comply with applicable data protection laws. If a data processing addendum, a DPA, applies, it will govern the processing of personal data to the extent of any conflict with this Agreement.

5.4. Data accuracy and decisions: The Rhino Platform may provide measurements, estimates, analytics, and alerts based on available inputs. End User is responsible for verifying configurations, meter mappings, and business rules, and for deciding how to act on outputs. Rhino does not guarantee that all data will be complete, uninterrupted, or error-free.

6. Connectivity and third-party systems

6.1. Dependencies: The Rhino Platform may depend on telecommunications networks, the internet, third-party platforms, meters, and End User Equipment. Rhino is not responsible for outages, data gaps, or failures caused by third parties or End User Equipment.

6.2. Access for installation and support: If needed for installation, configuration, or support, End User authorizes Rhino and its authorized contractors to access relevant End User systems and networks to the extent reasonably necessary, subject to End User’s reasonable security requirements.

7. Hardware and firmware

7.1. Proper use: If Hardware is provided, End User will use it only as intended and in accordance with Documentation. End User will not tamper with Hardware or firmware, and will not allow unauthorized parties to service or modify Hardware.

7.2. Warranty and returns: Hardware warranty, replacement, and return terms, if any, are set out in an Order Form or a separate hardware warranty document. If nothing else is agreed, Hardware is provided as is, subject to mandatory law.

8. Fees and payment

Fees, billing terms, taxes, and payment terms are governed by the applicable Order Form. If End User purchased through a reseller or partner, then payment obligations are owed to that reseller or partner, unless an Order Form with Rhino says otherwise.

9. Updates and changes

9.1. Updates to the Rhino Platform: Rhino may update the Rhino Platform, including adding, changing, or removing features. Rhino may also deliver firmware updates for Hardware. Rhino will not materially reduce core functionality during a paid subscription term without a valid reason such as security, legal compliance, or third party dependency changes, and Rhino will use reasonable efforts to provide notice when changes are material.

9.2. Changes to this Agreement: Rhino may update this Agreement from time to time. If changes are material, Rhino will provide notice in a reasonable manner, including within the Rhino Platform, by email, or in an account portal. Continued use after the effective date means acceptance, unless prohibited by law.

10. Term, suspension, and termination

10.1. Term: This Agreement starts when first accepted and continues until all subscriptions and licenses under applicable Order Forms end, unless terminated earlier under this section.

10.2. Suspension:

10.2.1. Rhino may suspend access to the Rhino Platform if End User materially breaches this Agreement, fails to pay undisputed fees when due under the applicable Order Form, or if suspension is reasonably necessary to protect the Rhino Platform, other end users, or security.

10.2.2. If End User purchased through a reseller or partner and End User does not pay undisputed amounts due to that reseller or partner for the Rhino Platform, Rhino may suspend access only if Rhino is not paid for the Rhino Platform as a result, and only after providing reasonable notice to End User where practicable.

10.3. Termination: Either party may terminate this Agreement if the other materially breaches and fails to cure within thirty days after written notice, unless the breach cannot be cured.

10.4. Effect of termination

10.4.1. Upon termination, End User must stop using the Rhino Platform.

10.4.2. If End User requests it in writing within thirty days after termination, Rhino will make available a reasonable export of End User Data in a commonly used format, unless Rhino is legally prohibited from doing so. After that period, Rhino may delete End User Data after termination, subject to any agreed retention period, legal obligations, and any export tools or processes described in Documentation or the applicable Order Form.

11. Confidentiality

Each party may receive the other party’s confidential information. Each party will protect the other’s confidential information using reasonable care and will use it only to perform under this Agreement and applicable Order Forms. Confidential information does not include information that is public through no fault of the receiving party, independently developed, or rightfully received from a third party without duty of confidentiality.

12. Intellectual property

12.1. Rhino intellectual property: Rhino and its affiliates retain all rights in the Rhino Platform, Hardware designs, firmware, Documentation, and related intellectual property. End User receives only the limited rights expressly granted in this Agreement.

12.2. Feedback: If End User provides feedback, suggestions, or ideas, Rhino may use them without restriction or obligation.

13. Warranty disclaimer

Except as expressly stated in an applicable Order Form or required by mandatory law, the Rhino Platform is provided as is and as available. Rhino disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

14. Limitation of liability

14.1. Excluded damages: To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, loss of revenue, loss of data, business interruption, or loss of goodwill, arising out of or related to this Agreement, even if advised of the possibility.

14.2. Liability cap: To the maximum extent permitted by law, each party’s total liability arising out of or related to this Agreement will not exceed the fees for the Rhino Platform for the End User account that gave rise to the claim, that were paid or payable during the twelve months before the event first giving rise to liability, whether those fees were paid to Rhino or to an authorized reseller or partner for End User’s use of the Rhino Platform.

14.3. Exceptions: Nothing in this Agreement limits liability that cannot be limited under applicable law, including liability for willful misconduct, and liability for death or personal injury caused by negligence where such limitation is prohibited. The liability cap does not apply to End User’s payment obligations or End User’s indemnity obligations under Section 15.

15. Indemnity by End User

15.1. End User will defend, indemnify, and hold harmless Rhino and its affiliates, officers, directors, employees, and contractors from third-party claims arising from:

15.1.1. End User Data, including claims that End User Data infringes rights of a third party.

15.1.2. End User’s or Authorized Users’ use of the Rhino Platform in violation of this Agreement or applicable law.

15.1.3. End User’s breach of obligations regarding lawful collection and use of data, including required notices and consents.

16. Export and sanctions

End User will comply with applicable export controls and sanctions laws. End User represents it is not prohibited from receiving the Rhino Platform under those laws.

17. Governing law and venue

17.1. Unless an applicable Order Form states otherwise, this Agreement is governed by the laws of the Netherlands. The courts of Amsterdam, the Netherlands have exclusive jurisdiction, except where mandatory law requires otherwise.

17.2. For clarity, if an applicable Order Form identifies Rhino Sp. z o. o. as the contracting entity, that Order Form may specify a different governing law or venue.

18. General

18.1. Entire agreement: This Agreement, together with applicable Order Forms and any referenced addenda, is the entire agreement on the Rhino Platform and replaces prior discussions on the same subject.

18.2. Severability: If any provision is unenforceable, the rest remains in effect, and the provision will be enforced to the maximum extent permitted.

18.3. Assignment: End User may not assign this Agreement without Rhino’s prior written consent. Rhino may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets.

18.4. Notices: Notices must be sent by email or other method stated in the applicable Order Form and will be effective when sent, subject to proof of transmission.

18.5. Order of precedence: If there is a conflict between this Agreement and an applicable Order Form or addendum, the Order Form or addendum controls for that specific conflict.