Last Updated: May 31, 2024
This End User Agreement and Terms of Use (this "Agreement") is in place to govern your access to and use of the Rythm-operated websites and mobile applications (apps), including the sites, pages, and apps that link to this Agreement, such as the https://rythm.fm/ site and the Rythm app (all of these sites, pages, and apps are referred to collectively in this Notice as the "Services," which also includes all music, images, video, text, or other material and content available through the Services (collectively, "Content"), and all associated software, functionality, and services offered on or through the Services).
References to "Rythm," "us," "we," or "our" in this Agreement refer to Rythm Inc., and references to "you" and "your" refer to you as a visitor to and user of our Services.
Your access to and use of the Services are subject to this Agreement. YOU SHOULD READ THIS AGREEMENT COMPLETELY AND CAREFULLY BEFORE USING THE SERVICES. BY USING OUR SERVICES IN ANY WAY. BY INSTALLING OR OTHERWISE USING THE SERVICES OR THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. If you do not agree to (or cannot comply with) the terms and conditions of this Agreement, do not install, copy, or use the Services, software or any Content.
In addition to this Agreement, your use of the Services is also subject to the terms of any other policies and legal notices posted on our site or in the Rythm app and made accessible to you through your use of the site and/or app ("Additional Terms"). These Additional Terms include or may include:
By using the Services, you also consent to and agree to comply with all Additional Terms. If any of these Additional Terms conflict with anything in this Agreement, the Additional Terms will take precedence.
Rythm provides an online group listening and communication service (the "Subscription Service"), in which (subject to the applicable subscription tier) users may listen to and/or choose music tracks and other Content using their computer, tablet, and/or smartphone (a "device"), all within a virtual "listening session" environment, for non-commercial entertainment purposes. You may purchase a subscription directly from Rythm (or through a third party) on a monthly basis in advance. All subscriptions are subject to this Agreement.
You understand that your ability to use the Services is subject to your device meeting the requirements for download (including technical capabilities and available storage space). In addition, you understand that functioning of certain features of the Services will depend on external factors, such as reception service areas, and failures or outages in telephone or internet service, over which we have no control.
There may be limitations on your ability to access certain Content. Other details of the Subscription Service's features and functionality will be included on our site and in the Rythm app, and we undertake to regularly update them to reflect changes and improvements to the Subscription Service (and we reserve the right to modify the features and content of the Services and/or the terms of paid subscriptions at any time for any reason).
Please note that the Services (or certain parts of the Services) may not be available in certain countries or via certain platforms.
The Services may enable you to obtain, listen to, view, and/or read (as the case may be) Content that may be obtained by you in digital form, and you shall do so solely for your personal, non-commercial entertainment use. You acknowledge and agree that Content may be owned by Rythm or by third parties, including Rythm's third-party Content providers ("Content Licensors"). In all circumstances, you understand and acknowledge that your rights with respect to Content is limited by applicable copyright and other intellectual property law.
Subject to the terms of this Agreement (and, where applicable, payment of any and all required Fees), Rythm grants to you a personal, non-exclusive, non-transferable, limited and revocable licence to use the Services (and the Content solely via the Services) for your own personal, non-commercial use. You may not (i) sell, sublicense, publish, transfer, assign, or otherwise (re)distribute all or any portion of the Services or any Content in any form, including via distribution or posting via the internet or any mobile network or device or any other method (further including by way of downloading, copying, broadcasting, playing, presenting, sharing, making available or other technical means); (ii) copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, create derivative works, or otherwise circumvent the technology of the Services, any Content, or any part thereof; or (iii) engage in advertising-related use of the Services or any Content or any other use which may constitute infringement of any intellectual property or other proprietary rights (including any use which could be considered a promotion or encouragement of any brand, product or service). Without limiting the foregoing or any other provision of this Agreement or any Additional Terms, you will not use or attempt to use or access Content or any other part of the Services other than in accordance with the terms of the license granted hereunder.
The Services are owned and operated by Rythm, and we and our Content Licensors own or control all relevant intellectual property rights in the Services and the Content. You acknowledge and agree that you will not acquire or be deemed to acquire under this Agreement or otherwise any ownership of any intellectual property or other proprietary rights in the Services and/or any Content, and that any and all intellectual property and other proprietary rights and to the Services, the Content, and any branding therein (including trademarks, brands and logos) belong to Rythm and/or our Content Licensors. You agree and accept that any use of the Services and/or any Content in any way that may be inconsistent with the terms of this Agreement will be treated as an unauthorized use of the Services and/or such Content (and each copyright work therein) and may result in a claim by Rythm (or a third party rightsholder such as our Content Licensors) against you (or your related parties) for infringement of the copyright and/or other rights in such works.
The trademarks, service marks, brands, and logos used in the Services and/or the Content (including, without limitation, "Rythm") are trademarks or trade names of Rythm, our Content Licensors, or our other licensors, unless otherwise stated. You may not use any of our or their trademarks, service marks, brands, or logos without our express prior written permission. Further, you may not use any metatags, meta elements, "hidden text" or other equivalents using our or their trademarks or any other colorable equivalent without our prior written authorization. You also may not remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Services or any Content. Any attempt by you to take any such action is a violation of our rights and of this Agreement.
You agree to obey all applicable laws when using the Services. In addition, you agree that you are responsible for the content, materials, information, and/or communications you send to or initiate via the Services ("User Materials"). Without limiting the foregoing or any other provision of this Agreement or any Additional Terms, you agree not to (and not to attempt to), directly or indirectly:
For the avoidance of doubt, you agree to abide by the above, and by all other rules and policies established from time to time by Rythm, which are applied by Rythm in a non-discriminatory manner to all users of the Services, and may include, for example, required or automated updates, modifications, and/or reinstallations of the software and obtaining available patches to address security, interoperability, and/or performance issues. You are responsible for all User Materials and other content that you transmit via the Services.
By transmitting User Materials or other content via or to the Services, you grant to Rythm a non-exclusive, transferable, sub-licensable, royalty-free, irrevocable, fully-paid, worldwide license to copy, communicate to the public, make available, create derivative works from, distribute and/or otherwise use that content via any media, alone or together with other materials, in connection with the Services. Where applicable and to the fullest extent of applicable law, you hereby waive (and agree not to enforce) any so-called "moral rights" (or equivalent) for such use by Rythm.
We have the right (but not the obligation) to:
We reserve the right to take any action we may deem appropriate in our sole discretion with respect to violations or enforcement of this Agreement and/or any Additional Terms, and we expressly reserve all rights and remedies available to us at law or in equity. Users are warned that breach of this Agreement and/or any Additional Terms may lead to civil or criminal liability. 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. In addition, we will cooperate with the authorities in prosecuting any user who Interferes with the Services or any Content or otherwise attempts to defraud Rythm or any other parties through your use of the Services or any Content or any other services provided hereunder. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
This Agreement, and all licenses granted by this Agreement may be terminated:
In addition, Rythm reserves the right to suspend provision of services in the event of an actual or suspected breach of this Agreement or other unauthorized use of the Services.
Termination or suspension by Rythm is without prejudice to any other rights or remedies we may have.
Upon termination, all rights granted to you under this Agreement will terminate, and you may no longer have access to any of the information associated with your account. Immediately upon any termination: (a) any unpaid Fee(s) shall remain payable in full (for the full period of each license granted), and you shall not be entitled to any refund; and (b) you shall cease use of the Services and Content, shall delete the Rythm app from your device, and shall delete all copies of any Content in your possession or control.
You agree to use the Services in accordance with any technical guidelines that may be provided to you (and/or modified by us) from time to time. We will 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 Services may be interrupted from time to time due to technical or other issues caused by a telecoms or internet service provider or by network congestion, and that Rythm may temporarily suspend provision or operation of the Services for reasonable carrying out of periodic maintenance where necessary or where preferable to improve the Services. You expressly agree 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 Services are suitable for your requirements, please carefully evaluate the Services before registering as a User. If you are still unsure, you may contact us via support@rythm.fm for further information.
When using the Services, you may be able to use filtering tools to limit explicit Content. However, despite our use of filtering tools, some explicit content may be served to you and accordingly (to the extent permitted by applicable law) you must not rely on the Services to filter all explicit content. If you encounter or become aware of any objectionable or infringing or unlawful content available anywhere on or via the Services, please immediately report such material to Rythm (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 Services, or if you have any other complaint about the Services or any Content or other posted materials, please contact us via support@rythm.fm(making sure to include both the Uniform Resource Locator (URL) 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.
By using the Services and/or creating an account, you affirm and warrant that you are 18 years of age or older, or, if you are not, that you are 13 years or older and have obtained parental or guardian consent to enter into these terms. Additionally, you represent and warrant that, at all times while using the Services, you will use the Services solely for your own personal, non-commercial entertainment purposes or your own device(s), and not for redistribution or transfer of any kind.
You agree to indemnify, save, and hold us, our affiliates, Content Licensors, contractors, employees, agents, and other licensors and partners (collectively, the "Rythm Parties") harmless from any and all claims, losses, damages, liabilities, costs, and expenses (including legal fees and expenses) that may be incurred by any Rythm Party, arising out of or relating to your use or misuse of the Services and/or any Content, and any breach by you of this Agreement or any Additional Terms (including any representations and warranties made by you). We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it. You undertake to inform Rythm immediately if you become aware of any possible breach of this Agreement or any Additional Terms by you or any other party.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER RYTHM NOR ANY CONTENT OWNER WILL BE LIABLE FOR ANY INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SERVICES OR FROM SOFTWARE, CONTENT, INFORMATION, MATERIALS OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, OR FOR ANY DAMAGES IN EXCESS OF THE AMOUNT PAID FOR THE SPECIFIC ITEM OF CONTENT GIVING RISE TO THE APPLICABLE CLAIM FOR DAMAGES.
THE ABOVE LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORSEEABLE OR IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Delaware, United States of America, without regard to conflict of laws provisions. You and Rythm hereby irrevocably submit to the exclusive jurisdiction of the courts of Delaware for the purpose of hearing and determining any dispute arising out of or in connection with the Agreement or its formation or validity.
Updates to this Agreement. We may change this Agreement from time to time and without prior notice to you, for any reason including to reflect changes in applicable law, updates to the Services, or for other reasons, subject to applicable law. Such revised Agreement will be provided to you (as applicable, via the applicable platform, by updating the date at the top of the applicable terms and conditions, or via a notification via the Services). Your continued use of any part of the Services after the effective date of the revised Agreement represents your consent to the changes. You waive any right you may have to receive additional notice of such changes or modifications. If you do not agree to any change to these terms, please discontinue using the Services immediately.