Effective as of 2021/02/27
User Agreement
ANY PERSON OR ENTITY ("User" or "you") USING OR OTHERWISE ACCESSING THE APP KNOWN AS "Rythm Bot"
AND/OR THE SITE AT www.rythm.fm (together the "Site") OR ANY OF THE CONTENT AND/OR DATA AVAILABLE VIA THE
SITE MUST AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS USER AGREEMENT ("Agreement").
PERSONAL DATA: You agree to provide only true, accurate and complete information to us via the Site. Any
personal information provided by you will be treated with appropriate care and security in accordance with our
Privacy Policy.
1. Contracting parties. The Site, together with all software, content, data and other materials
contained therein ("Content") are owned or controlled by Rythm Inc, a company registered in Delaware, US,
with offices at 8 The Green, STE R, Dover, DE 19901, USA. Rythm Inc is referred to in these terms and conditions
as "we", "us", "our" or "Rythm". When you register with Rythm (or otherwise access the Site), you are
contracting with Rythm Inc. By registering, you warrant that you are legally capable of entering into binding
contracts and that you have agreed to be bound by this Agreement. Please note that the Service may not be
available in certain countries, as noted on the Site, from time to time.
2. Passwords. You agree: to keep your password secure and confidential and to not allow anyone
else to use your email address or password to access the Site or any Content; to not do anything which would
assist anyone else to gain access to any secured area of the Site; and to not create additional registration
accounts for the purpose of abusing the functionality of the Site or any Content, or other Users, or to seek to
pass yourself off as another user. If you think someone else has obtained your account details, please let us
know immediately via
[email protected]
and we will close your account as quickly as possible. Please note that you will be responsible to Rythm and to
others for all activity that occurs under your registration account.
3. The Rythm Service. Rythm provides a user-controlled content communication service for your
personal non-commercial consumption and entertainment ("Service"). The Service is provided to you
hereunder, and you are fully liable for all acts and omissions of any third party that uses or administers the
Service for you or on your behalf. Details of the Service are set out on the Site and are regularly updated to
reflect changes and improvements to the Service.
4. Licence. Subject to the terms of this Agreement (and payment of any and all required Fees,
Rythm grants to you a non-exclusive and non-transferable license, for the specified duration ("Term"),
to receive and use the Content solely for the purposes of the Service. The Service may not be used in relation
to any public or any third party use outside of the Site. The rights granted hereunder do not and will not
include: (i) sale or sub-licensing of any Content; (ii) the making of copies of any Content; (iii) distribution
or posting or other provision to any third party of Content, via the internet or any mobile network or device or
any other method (including without limitation by way of downloading, copying, broadcasting, playing,
presenting, sharing, making available or other technical means); and/or (iv) advertising-related use of Content
or any other use which may constitute infringement of so-called "Moral Rights" including without limitation any
use which could be considered a promotion or encouragement of any brand, product or service.
5. Renewal and Termination. The licenses granted hereunder shall be valid from receipt of full
payment until the end of the selected Term and shall automatically renew for each subsequent month (or, where
applicable, each subsequent year) until terminated by either party on not less than one (1) months' notice sent
by email or notified via the online User Account page. Where no such termination notice is timely received by
Rythm, User shall be deemed to have requested renewal and shall be liable for payment of any and all required
Fees at the applicable rate(s). Without prejudice to any other rights and remedies hereunder, Rythm may
terminate this Agreement in the event the User: (i) uses any Content in a manner inconsistent with the terms
hereunder or which otherwise may constitute infringement of any rights of Rythm or its licensors; or (ii)
otherwise materially breaches this Agreement. Upon any termination hereof: (a) any unpaid Fee(s) shall remain
payable in full (for the full period of each license granted); User shall not be entitled to any refund; and (b)
User shall cease use of Content and shall delete any and all copies of Content in User's possession or control.
In addition, and without prejudice, to the other rights and remedies available hereunder, Rythm reserves the
right to suspend provision of services in the event of an actual or suspected breach of this Agreement or other
unauthorised use of the Service.
6. Fees. In consideration for provision of the premium tier of the Service for the notified Term,
you undertake to pay any and all required fees as set out from time to time on the relevant pages of the Site
("Fees"). Fees must be paid in full before a license is issued in each case and each granted licence is
subject to payment of Fees. Any costs or extra fees incurred for funds transfers or payment services are payable
by you. All amounts listed on the Site are inclusive of Value Added Tax and other similar sales taxes and duties
unless otherwise noted (and all sums must be paid free and clear of any withholding tax and without deduction of
any kind). Rythm reserves the right to restrict or limit the scope of, or to terminate, any license hereunder in
the event of failure by a User to timely pay the Fees (or renewal amounts). Any late payments shall be subject
to additional payment of interest on outstanding sums at the rate of eight percent (8%) above the then-current
annual base rate of HSBC plc. Sums received by Rythm are non-refundable. Please note that Fees are subject to
change by posting new Fees on the Site at any time. We reserve the right to suspend the Service (or your use of
the Service) at any time if collection of the Fees is not commercially or practically viable for any reason.
7. Payment. Payment of Fees may be made by credit or debit card using Visa, MasterCard, Maestro or
American Express, or may be made by way of Direct Debit. All purchases and orders will be charged immediately.
Credit/debit cardholders are subject to validation checks and authorisation by the card issuer. We are not
responsible for your card issuer or bank charging you as a result of us processing of your credit/debit card
payment in accordance with your order nor are we not obliged to inform you of any reason for refusal. By using
your credit or debit card, you confirm that the card belongs to you and that there are sufficient funds or
credit available to cover the charges. Payments must be in pounds Sterling for provision of the Service in the
UK, or in Euros for provision of the Service within in the Euro monetary zone, or in US dollars in any other
territory where the Service is made available.
8. Free Trials. Users may be eligible for a free short-term trial of the Service ("Trial")
subject to the terms of this Agreement and the terms listed on the Site from time to time. A Trial provides you
with access to the Service for the notified period, starting from the moment you submit your payment details and
accept the offer via the Site. By submitting such payment details, you accept the Trial offer and you agree to
Rythm using your payment details to begin the selected licence term (or, if no choice is indicated, on a monthly
basis) commencing from the beginning of the Trial period, unless you terminate your Trial via the Site before
the end of the seven-day period. You may only accept the Trial offer only once, and Rythm reserves the right to
withdraw, vary or cease the Trial at any time without notice or liability to you.
9. User Accounts. You will be provided access to a unique online portal ("User Account")
through which you may receive from and provide to Rythm certain information regarding your account and your use
of the Service, including accounting information showing Fees paid and payable.
10. Technical Requirements. You agree to use the Service in accordance with any technical
guidelines that may be provided to you (and/or modified by us) from time to time. We shall not be held
responsible for any provision of service or electronic delivery that is incompatible with your operating system
or other problems specific to your device. Rythm reserves the right to impose limited periods of downtime for
maintenance or other interruptions for commercial reasons without prior notice. Specifically, you accept and
agree that the Service may be interrupted from time to time due to unsuitable equipment or malfunctions caused
by a telecoms or internet service provider or by network congestion, and that Rythm may temporarily suspend
provision or operation of the Service for reasonable carrying out of periodic maintenance where necessary or
where preferable to improve the services. Rythm will use reasonable efforts to provide prior notice where
practicable but you expressly agrees that Rythm shall not be liable for any loss resulting from any such
downtimes or interruptions. If you are in doubt as to whether or not the Service is suitable for your
requirements, please carefully evaluate the Service before registering as a User. If you are still unsure, you
may contact us via
[email protected]
for further information. Nothing herein affects your statutory rights.
11. Content. Save for third-party content that Users may access using the Service, Rythm owns or
controls all relevant intellectual property rights in the Site and the Content. Whilst we endeavour to provide
accurate and up-to-date information, the Content may not be wholly accurate or up-to-date, complete or free of
defects, and is subject to change at short notice. All Content is provided without any representations or
warranties of any kind (implied or express) to the fullest extent permitted by applicable law. You may not
publish, (re)distribute, extract, re-utilise, transfer, assign, sub-license or reproduce any part of the Site or
the Content in any form (including storing it in any medium) other than as expressly allowed herein or as set
out in the Site and the Content (or under UK or local law). The Site and the Content are intended only for the
purposes specified or implied therein, and your use of the Site and/or Content is entirely at your own risk. You
acknowledge and agree that you will not acquire or be deemed to acquire under this Agreement any ownership of
any Intellectual Property Rights in the Service and/or any Content, and that any and all Intellectual Property
Rights in and to the Service and any branding therein (including trademarks, brands and logos) belong to Rythm
and/or its licensors. Nothing in this Agreement will transfer ownership, or any aspect of ownership in and to
the Service, the Content, trademarks, brands or logos, to you or any third party. You agree and accept that any
use of Content in any way that may be inconsistent with the terms of this Agreement or in excess of the scope of
the selected terms of the Service licence will be treated as an unauthorised use of that Content (and each
copyright work therein) and may result in a claim by Rythm (or a third party rightsholder) against you (or your
related parties) for infringement of the copyright and/or other rights in such works.
12. User Conduct. You agree to obey all applicable laws in using the Service, and agree that you
are responsible for the content and/or communications you send to or initiate via the Site. You agree that you
are responsible for everything that you transmit to or in relation to the Site and you specifically agree (in
relation to the Site) not to participate in any form of activity which is unlawful, harassing, libellous,
defamatory, abusive, threatening, harmful, vulgar, obscene, profane, sexually-oriented, racially-offensive or
otherwise includes objectionable material;
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not to use the Site to engage in any commercial activities not approved in writing by Rythm;
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not to publish your own (non- Rythm) details or those of anyone else;
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not to register more than one account for yourself or anyone else;
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not to input or transmit content that contains software viruses or any other computer code, files, or
programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware,
or telecommunications equipment or to damage or obtain unauthorised access to any data or other information of
any third party;
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not to input or transmit content that contains anything which could be used to determine or alter the
architecture of the Site, or could be used to decompile, disassemble, or reverse engineer the Site;
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not to collect personal data about other Users (for any purpose);
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not to use automated means, including spiders, robots, crawlers, data mining tools, or the like to download
data from the Service;
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not to impose an unreasonable or disproportionately large load on our infrastructure; and
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not to attempt to gain unauthorised access to Rythm's computer systems or engage in any activity that
disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the
Service or the Site.
13. Objectionable Material. If you encounter or become aware of any objectionable or infringing or
unlawful content available anywhere on or via the Site, please immediately report such material (and the
specific page on which it is found), or if you believe that you are the owner of the copyright or other rights
in any material appearing on the Site, or if you have any other complaint about the Site or any Content or other
posted materials, please contact us via
[email protected]
(making sure to include both the Uniform Resource Locator for the non-complying content and the reasons you
believe it does not comply). Please note that there may be adverse legal consequences if you make a false or bad
faith allegation through this process.
14. Termination of this Agreement. Rythm may at any time terminate this legal Agreement, in our
sole discretion without prior notice to you and without reimbursement, if we believe that you may have breached
(or acted in a manner indicating that you do not intend to or are unable to comply with) any term herein, or if
we are legally required to do so by law, or if continuation is likely to be no longer commercially viable. You
acknowledge that we will cooperate fully with investigations of violations of systems or network security at
other sites, including cooperating with law enforcement authorities in investigating suspected criminal
violations.
15. Your Warranties and Indemnity. You acknowledge and agree that your use of the Service may
include access to third party content such as music tracks. Rythm makes no representation or warranty about the
provision or availability at any particular time of any specific Content and Rythm reserves the right to remove
or cease provision or availability of any Content at any time without liability to you. You warrant and
represent that you have the right and authority to enter into this Agreement and to perform your obligations
hereunder. You warrant and represent that throughout the Term: (i) you will use the Service solely for private
entertainment purposes or your own device(s); (ii) you will not amplify, transmit or retransmit the Service or
any Content so as to be audible or viewed outside of your own personal space; (iii) all information provided by
you to Rythm is complete and accurate at all times; (iv) you will timely provide to Rythm any updated or
corrected information and ensure such information is correct; (v) you will comply with applicable law at all
times; (vi) you will not use or attempt to use or access Content or any other part of the Service other than in
accordance with the terms of the license granted hereunder; (vii) you will not (and will not attempt to)
reverse-engineer, decompile, disassemble, modify or otherwise circumvent the technology or any part of the
Service; (viii) you will not (and will not attempt to) make any recording or reproduction of, and will not
stream or transmit or make available, any Content except as permitted hereunder; and (ix) you will not provide
login details or other information to any third party or otherwise assist or permit any unauthorised access to
the Service. To the extent permitted under applicable law, the Service is provided on an "as is" and "as
available" basis without warranty of any kind, either express or implied, including without limitation the
implied warranties of merchantability and/or fitness for a particular purpose. You agree to indemnify us for
any loss or damage that may be incurred by Rythm, including without limitation legal fees, arising from any
breach by you of any warranty or other term herein or your misuse of any material or information obtained
through the Site or the Content. You undertake to inform Rythm immediately if you become aware of any possible
breach of this Agreement by you or any connected party.
16. Our Warranties and Indemnity. Rythm warrants and represents that it has the right and
authority to enter into this Agreement and to perform its obligations hereunder. Rythm warrants and represents
that (save for third party content) it has the right to grant the license provided hereunder for access to and
use of the Service and that all Intellectual Property Rights granted to you under such license are owned and
controlled by Rythm and that use by you of such rights in accordance with this Agreement will not infringe the
rights of any third party. Without limiting the foregoing, Rythm makes no warranty that: (a) the Service will
meet your requirements; (b) the Service will be uninterrupted, timely, secure, or error-free; (c) the results
obtained from the use of the Service will be accurate, complete, reliable or effective; or (d) the quality of
any content or services obtained by you from the Site, from us, or from any third parties' websites to which the
Site is linked, will meet your expectations or be free from mistakes, errors or defects. The use of the Service
is at your own risk and with your agreement that you will be solely responsible for any loss or damage that
results from such activities.
17. Liability. Save for any loss incurred by you as a result of an adjudicated third party claim
based on rights licensed to you by Rythm, you agree that the liability of Rythm to you hereunder shall be
limited to the amount you have actually paid to us for its services hereunder or, if greater, US$100. Except as
set out herein, we shall not be liable for any indirect or consequential loss of any kind in contract, tort or
otherwise arising out of your use of the Site or the Content or in relation to the goods and/or services that we
provide. Nothing in this Agreement shall operate to limit or exclude liability for death or personal injury
caused by negligence of Rythm.
18. Trade Marks. The brands, products and service names used in the Site, Service and/or the
Content (including without limitation, "Rythm" and "Rythm Bot") are trademarks or trade names of Rythm or its
trading partners unless otherwise stated.
19. Hacking. You agree and undertake not to attempt to damage, deny service to, hack, crack,
reverse-engineer, or otherwise interfere (collectively, "Interfere") with the Site and/or the Content in
any manner. If you in any way Interfere with these, you agree to pay all damages we incur as a result. We will
cooperate with the authorities in prosecuting any User who Interferes with the Site or the Content or otherwise
attempts to defraud Rythm or any other parties through your use of the Site or the Content or any services
provided hereunder. We reserve the right to deny any or all access or service to any User for any reason, at any
time, at our sole discretion. You agree that we may block your access, and at our sole discretion to disallow
your continued use of the Site and/or the Content. We reserve the right to take any action we may deem
appropriate in our sole discretion with respect to violations or enforcement of the terms of this Agreement, and
we expressly reserve all rights and remedies available to us at law or in equity.
20. No Partnership. Your use of the Site, Service and/or the Content creates no partnership,
client, fiduciary or other professional relationship.
21. Force Majeure. We will not be liable or responsible for any failure to perform, or delay in
performance of, any of our obligations hereunder that is caused by events outside our reasonable control.
22. Severance. If any part, term or provision of this Agreement shall be held by a court of
competent jurisdiction to be illegal, unenforceable or in conflict with any relevant law, the remaining portions
or provisions shall still remain valid and continue in full force and effect.
23. No Waiver. No waiver, express or implied, by either party of any term or condition or of any
breach by the other of any of the provisions of this Agreement, shall operate as a waiver of any breach of the
same or any other provision of this Agreement.
24. Variation. This Agreement may be varied from time to time by our posting new terms on the
Site, and any such amendment will be applicable to all Users from the date and time such revised terms have been
posted on the Site (or other such date as shown in such notice). Your continued use of the Site and/or the
Service constitutes agreement with and acceptance of any such amendment or other changes. We constantly
experiment and innovate with the Site in order to provide a better experience and you hereby acknowledge and
agree that the form and nature of the Service may change from time to time without prior notice to you. Where
such variation or changed terms are materially detrimental to you, we will inform you in writing and such varied
terms will be deemed accepted if you do not raise any objection in writing within 30 days of such notification.
25. Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the
laws of England. Any disputes arising under or in connection with this Agreement shall be subject to the
exclusive jurisdiction of the Courts of London, England.
26. Contacting Us. If you have any questions, please contact us at the following address: Rythm
Inc, 8 The Green, STE R, Dover, DE 19901, USA, or email us via
[email protected]