Rhythm — Terms of Use

Last Updated: 6/21/2022

Welcome to Rhythm! We provide sales team management software, workflow builders, and integrated performance management platform. And we’re glad you’re here to read these Terms of Use. If you have any questions about any of this, you can contact us at: support@onrhythm.io, and we’ll do our best to help.  The Rhythm website, software, and services are owned and provided by Rhythm Software, Inc.. In these Terms of Use, we won’t use the full corporate name. Instead, we’ll refer to the company as “Rhythm.” And when we say “we,” “us,” or “our,” that’s also referring to the company. We encourage you to read these Terms of Use (the “Terms”) and our Privacy Policy  carefully because they - along with other posted policies, rules, and guidelines - govern your use of and interaction with our website (www.onrhythm.io) (the “Site”), the other features and software and technologies we provide, and our communications with you. To make these Terms easier to read, we use the word “Services” here to collectively describe and encompass our Site, the other features and software and technologies we provide, and our communications with you. These Terms govern your access to and use of our Services, whether as a Site visitor, account holder, or non-account holder as applicable (each a “User” or “You,” collectively “Users”). By using the Services, or otherwise indicating your consent to these Terms, you acknowledge that you have read and understood these Terms and you accept and agree to be bound and abide by these Terms. If you do not agree with any part of the Terms, you must not use the Services. 

Important Notice Regarding Arbitration

PLEASE READ THESE TERMS OF USE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER THAT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST COMPANY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

Changes to Terms and Services

Our Services are evolving, and hence we may update them and the Terms from time to time. If we modify the Terms, we’ll let you know either by posting the updated Terms within the Services or through other communications. It’s important that you review the Terms whenever we update them or when you use the Services. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then you may not use the Services anymore and you are prohibited from doing so. We may, at our sole discretion, change or discontinue all or any part of the offerings we provide via our Services, at any time and without notice.

Accessing the Services

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and any updates thereto. Rhythm does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. Rhythm reserves the right to modify, revise, or remove the Services we provide, including the Site and App, at Rhythm’s sole discretion without notice. Rhythm may restrict access to some parts of the Services. Rhythm will not be liable for any outages to the Services that may occur, for whatever reason.  You acknowledge that Rhythm may establish general practices and limits concerning use of the Services, including the maximum period of time that data or other content will be retained by the Services and the maximum storage space that will be allotted on Rhythm’s or its third-party service providers’ servers on your behalf. You agree that Rhythm has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Services. You acknowledge that Rhythm reserves the right to terminate Accounts (as defined below) that are inactive for an extended period of time. You further acknowledge that Rhythm reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Who May Use the Services?

You may use the Services only if you are 18 years or older (or the legal age of majority in your jurisdiction), capable of forming a binding contract with Rhythm, and are not barred from using the Services under applicable law.  If you want to use certain features of the Services, you’ll have to create an account (“Account”). It’s important that you provide us with accurate, complete, and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don’t, we reserve the right to suspend or terminate your Account. You agree that you won’t disclose your Account login credentials to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.

Rhythm reserves the right to disable any account, username, password, functionality, or content at any time, in our sole discretion for any or no reason, including if, in our opinion, there has been a violation of any provision of these Terms or other posted policies, guidelines, or rules.

Feedback

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at support@onrhythm.io. You hereby grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, sub-licensable (through multiple tiers), fully-paid, royalty-free license to use, copy, modify, create derivative works based upon, and otherwise exploit for any purpose the Feedback you provide us.

Open Source

The Services may contain or be provided together with open source software. Each item of open source software is subject to its own license terms. If required by any license for particular open source software, Rhythm makes such open source software, and Rhythm’s modifications to that open source software (if any), available by written request to support@onrhythm.io. Copyrights to the open source software are held by the respective copyright holders indicated therein.

Special Note for International Use; Export Control

Rhythm is headquartered in the United States. If you access or use the Services from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the Services and the transmission of applicable data, if any, is subject to United States export controls. No software may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the software underlying the Services is at your sole risk.

Content Ownership, Responsibility and Removal 

Your Representations and Warranties

By using the Services, you expressly represent and warrant that your use of the Services is solely for your personal use. When using the Services, you agree to comply with all applicable laws. By using the Services, you agree, represent, and warrant that:

General Prohibitions and Enforcement Rights

You agree not to do any of the following:

Electronic Signatures

For some activities related to the Services, Rhythm may permit you to use a device equipped with an active connection to an internet service provider to access your Rhythm accounts and policies, and to perform certain transactions as available. To facilitate this, you may be given the option to sign, consent to, or agree to certain documents including, but not limited to, these Terms, policies, quotes, updates, notifications, or other information that you request, transaction receipts, documents requiring your signature, or any other documents (“Communications”) electronically by either checking the appropriate box or engaging in a similar online process as instructed online. You agree that by checking the appropriate box within or adjacent to the applicable Communication or engaging in a similar online electronic consent process, you are providing your electronic signature and agree to be bound by the terms and provisions in such Communication just as if you had signed your name to a paper document.

Payments and Payment Services

Copyright Policy

Under the Digital Millennium Copyright Act of 1998 (the "DMCA") if you believe in good faith that any content on the Services infringes your copyright, you may send us a notice requesting that the content be removed. The notice must include: (a) your (or your agent's) physical or electronic signature; (b) identification of the copyrighted work on our Site that is claimed to have been infringed (or a representative list if multiple copyrighted works are included in one notification); (c) identification of the content that is claimed to be infringing or the subject of infringing activity, including information reasonably sufficient to allow us to locate the content on the Services; (d) your name, address, telephone number and email address (if available); (e) a statement that you have a good faith belief that use of the content in the manner complained of is not authorized by you or your agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that you or your agent is authorized to act on behalf of the copyright owner. You may read more information about the DMCA here.

If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent (identified below): (a) your physical or electronic signature; (b) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (c) a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and (d) your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal courts located within the Southern District of New York. and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Rhythm will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or User, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

Notices and counter-notices should be sent to our Copyright Agent, at 28-07 Jackson Avenue, suite 07156, Long Island City, NY 11101 Attn: Legal, or support@onrhythm.io. There can be penalties for false claims under the DMCA. We suggest that you consult your legal advisor before filing a notice or counter-notice.

In accordance with the DMCA and other applicable law, Rhythm has adopted a policy of terminating, in appropriate circumstances and at Rhythm’s sole discretion, Users who are deemed to be repeat infringers. Rhythm may also at its sole discretion limit access to the Services and/or terminate the registrations of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Disclaimers

The following disclaimers are made on behalf of Rhythm, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE DO NOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. WE DO NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, OR ERROR-FREE, OR WILL MEET YOUR REQUIREMENTS, THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DISCLAIM LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, CONNECTIVITY AND AVAILABILITY OF THE SERVICES. WE ARE NOT RESPONSIBLE FOR ANY RESULTS OR ADVICE PROVIDED VIA THE SERVICES AND DISCLAIM ALL LIABILITY WITH RESPECT THERETO. 

Indemnity

To the extent permitted by law, you agree to indemnify, protect and hold Rhythm and its parents, subsidiaries, affiliates, and assigns, and their respective officers, directors, employees, agents, representatives and service providers harmless from any and all claims, demands, damages, suits, losses, liabilities and causes of action (including without limitation, the cost of defense, attorneys' fees, as well as the payment of any final judgment rendered against or settlement agreed upon by Rhythm or its parent, subsidiary and/or affiliated companies) arising directly or indirectly from, as a result of, or in connection with: (i) your User Content; (ii) your failure to comply with any of these Terms; (iii) your violation of any applicable laws, rules, or regulations related to your use of the Services; and (iv) your use of the Services. Rhythm reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Rhythm in asserting any available defenses. Rhythm will provide notice to you of any such claim, suit, or proceeding. Rhythm reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Rhythm’s defense of such matter. You may not settle or compromise any claim against the indemnified parties without Rhythm’s written consent. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or releasing party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

Limitation of Liability

NEITHER RHYTHM NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM YOUR USE OF, OR INABILITY TO USE, THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT RHYTHM OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL RHYTHM’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED ONE HUNDRED US DOLLARS ($100).  THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN RHYTHM AND YOU. 

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMERS”, “INDEMNITY” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

Jurisdictional Issues

Rhythm makes no representation that the Services are appropriate or available for use in your jurisdiction. If you choose to access the Services, you do so on your own initiative and are responsible for compliance with any applicable local, state, and federal laws, rules and regulations. 

Reliance on Information Posted

The information presented throughout the Services is made available for general information purposes only. Rhythm does not warrant the accuracy, completeness, or usefulness of the information. Any reliance you place on such information is at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to, or User of, the Services, or by anyone who may be informed of any of its contents.

Links to Third Party Websites or Resources

The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products, or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources. 

Telecommunications Consent

Notwithstanding any current or prior election to opt in or opt out of receiving telemarketing calls or SMS messages (including text messages) from Rhythm or anyone calling on its behalf, you expressly consent to be contacted by Rhythm and anyone calling on its behalf for any and all purposes arising out of or relating to this Agreement or your use of the Services, at any telephone number, or physical or electronic address you provide or at which you may be reached. You agree we may contact you in any way, including SMS messages (including text messages), calls using prerecorded messages or artificial voice, and calls and messages delivered using an auto-telephone dialing system or an automatic texting system. Automated messages may be played when the telephone is answered, whether by you or someone else. In the event that an agent or representative calls, he or she may also leave a message on your answering machine, voice mail, or send one via text. You consent to receive SMS messages (including text messages), calls and messages (including prerecorded and artificial voice and autodialed) from Rhythm, its agents, representatives, affiliates or anyone calling on its behalf at the specific number(s) you have provided to Rhythm, or numbers we can reasonably associate with your Account (through skip trace, caller ID capture or other means), with information or questions about your Account or use of the Services. You certify, warrant and represent that the telephone numbers that you have provided to us are your correct and current contact numbers. You represent that you are permitted to receive calls at each of the telephone numbers you have provided to us and agree to promptly alert us whenever you stop using a particular telephone number.  Your cellular or mobile telephone provider will charge you according to the type of plan you carry.  You also agree that we may contact you by email, using any email address you have provided to us or that you provide to us in the future.  We may listen to and/or record phone calls between you and our representatives without notice to you as permitted by applicable law.  For example, we may listen to and record calls for quality monitoring purposes.  You consent to receive communications from us in electronic form should we so elect, including any and all disclosures and other communications that are required by law.  

Governing Law and Venue

Except as otherwise provided in the Dispute Resolution provision below, these Terms will be governed by the laws of the State of New York, without regard to its conflict of laws provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Company each hereby agree that each submit to the personal and exclusive jurisdiction of the state and federal courts located within the Southern District of New York.

Dispute Resolution by Binding Arbitration

Please read this section carefully as it affects your rights.

Termination

You agree that Company, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including for lack of use or if Company believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Use. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service, may be referred to appropriate law enforcement authorities. Company may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Use may be effected without prior notice, and acknowledge and agree that Company may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Company will not be liable to you or any third party for any termination of your access to the Service.

Notices

Any notices or other communications provided by Rhythm under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Waiver of Rights

Rhythm’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Rhythm. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Entire Terms

Except as otherwise stated herein or otherwise amended and agreed to by you and Rhythm, these Terms constitute the entire and exclusive understanding and agreement between Rhythm and you regarding your use of the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Rhythm and you regarding the use of the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect - except as otherwise described in Dispute Resolution by Binding Arbitration section. You may not assign or transfer these Terms, by operation of law or otherwise, without Rhythm’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will have no legal effect. Rhythm may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notice for California Users

Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (a) via email at dca@dca.ca.gov; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact us at: support@onrhythm.io or at 28-07 Jackson Avenue, suite 07156, Long Island City, NY 11101.

U.S. Government Restricted Rights

Rhythm is committed to the principles of equal employment opportunity. Applications are considered for all positions without regard to race, sex, sexual orientation, ethnicity, religion, national origin, age, disability (so long as such disability can be reasonably accommodated), or any other status protected by applicable law. Rhythm encourages all qualified applicants to apply.

Contact Us

If you have any questions about these Terms or the Services, please contact Rhythm at: support@onrhythm.io

Privacy PolicyTerms of Use