Terms of Use

Table of Contents

1. Introduction

2. Acceptance of Terms

3. Children Under Thirteen

4. Account and Registration

5. Security and Privacy

6. Grant of License

7. Content

8. Conditions of Participation

9. Links to Third Party Services

10. Third Party Accounts

11. Account Closure and Termination

12. International Users

13. Disclaimer of Warranties

14. Limitation of Liability

15. Indemnification

16. Intellectual Property

17. Arbitration and Location

18. Governing Law

19. Download Venues

20. Miscellaneous

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1. Introduction

1. Welcome to Rhythm (the “App”)! Below you will find our Terms of Use which should be read in conjunction with our Privacy Policy. Please read the Terms of Use carefully before using the services, features, and content offered on the App, as they affect your legal rights and obligations.

2. We are very pleased to offer you access to our App and the ability to participate in our social platform for music sharing.

3. The Terms of Use constitute a legally binding agreement between you (the “user” or “your”) and the Rhythm Operators (“We”, “Us” or “Our”, the “Operators”, the “Creators”).

4. This mobile application, and the data, services, information, tools, functionality, updates, and similar materials delivered or provided thereby (collectively, the “Service”) are supplied subject to your agreement and compliance with the conditions set in this Terms and Conditions Agreement (the “Terms”).

5. If there is any inconsistency between the Terms and anything else, the Terms will prevail.

6. We reserve the right to change the Terms. However, we will make reasonable efforts to ensure that any significant changes will be notified to you by an appropriate method depending on the extent of such changes (for example, by email or via a prominent notice on the App).

7. If at any time you do not accept the Terms or any changes to the Terms, you must refrain from using the App and associated Services.

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2. ACCEPTANCE OF TERMS

1. You agree to these Terms by installing, signing up for and/or using the App in any manner. You agree to these Terms and all other operating rules, policies and procedures that may be published from time to time through the App by us. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS, DO NOT USE THE APP.

2. You agree not to do, or omit to do, or attempt to do or omit to do, any act or thing which may interfere with the proper operation of the App or activities carried out as part of the Services, in accordance with the Terms.

3. CHILDREN UNDER THIRTEEN

1. Rhythm does not knowingly collect, either online or offline, personal information from persons under the age of 13. If you are under 18, you may use the App only with the permission of a parent or guardian.

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4. ACCOUNT AND REGISTRATION

1. You agree to provide true, accurate, current, and complete information when registering with Rhythm. It is your responsibility to maintain and promptly update this account information to keep it true, accurate, current, and complete. If you provide any information that is fraudulent, untrue, inaccurate, incomplete, or not current, or we have reasonable grounds to suspect that such information is fraudulent, untrue, inaccurate, incomplete, or not current, we reserve the right to suspend or terminate your account without notice and to refuse any and all current and future use of Rhythm.

2. You accept responsibility for all activities, charges, and damages that occur under your account. You agree to

A. keep your username and password confidential and not share them with anyone else;

B. immediately notify us of any unauthorized use of your username and password or account or any other breach of security; and

C. use only your own username and password to access the Services. We cannot and will not be liable for any damage arising from your failure to comply with this Section.

3. You acknowledge and agree that we are authorized to act on instructions received through the use of your username and password, and that we may deny access or block any actions done through use of your username and password without prior notice if we believe your username and password are being used by someone other than you, or for any other justifiable reason.

4. You agree not to: A. select or use as a username, a name of another person with the intent to impersonate that person; B. use as a username, a name subject to any rights of a person or entity other than you without appropriate authorization; or C. use as a username, a name that is otherwise offensive, vulgar or obscene.

5. SECURITY AND PRIVACY

1. We recommend the following precautions to help keep your private information secure:

1. Never share your account information, including passwords, with anyone;

2. Do not use the same password for more than one account;

3. Do not send your password to anyone or communicate it by telephone, email or instant messaging;

4. Do not leave your cell phone unattended while logged into your account;

5. Change passwords regularly, especially when there is suspicion they may have been compromised;

6. To make a secure password, make it alpha-numeric; and

7. Make your password as random as possible, but easy for you to remember.

2. In choosing a safe password, we recommend:

A. Using both upper and lowercase letters and try to include at least 1 number;

B. At least one special character;

C. Passwords be a minimum of 8 characters;

D. Not using obvious words or your personal user information such as your first or last name;

E. Not using passwords that match the format of your birthday, telephone numbers, or other common numbers people may be able to guess; and

F. Not using a password that reflects your username in any way.

6. GRANT OF LICENSE

1. In accordance with the Terms, we grant you a personal, non-exclusive, non-transferable, and non-sublicensable right to install and use our App only to access and use the Services, and it is at all times strictly and exclusively limited to your personal use.

2. All non music-related content included as part of the Service, such as text, graphics, the Rhythm logo, images, as well as the compilation thereof, and any software used to create the Service, is the property of Rhythm and protected by copyright and other laws that protect intellectual property and proprietary rights. Music-related content shared by users on the App, such as audio clips, cover art, and streaming service logos is NOT owned by the Operators, and the owners’ rights to this content are protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

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7. CONTENT

1. For the purposes of these Terms, the term “Content” includes materials you provide to the App (including feedback and suggestions) or post, upload, input, or submit.

2. By submitting User Content through the Services, you hereby do and shall grant us a worldwide, non-exclusive, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, manipulate, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the App and the Services including without limitation for promoting and redistributing part or all of the App or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), consistent with your privacy and application settings. You can end this license at any time by deleting your content or account. However, content will continue to appear if you shared it with others and they have not deleted it.

3. To the extent any User Content you submit includes your name, likeness, voice, video, or photograph, you acknowledge and agree that the foregoing license of this Section 7 shall apply to the same. You also hereby do and shall grant each user of the App and/or the Services a non-exclusive license to access your User Content through the App and/or the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content,consistent with your privacy and application settings. You can end this license at any time by deleting your content or account. However, content will continue to appear if you shared it with others and they have not deleted it. For clarity, the foregoing license granted to us and our users does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

4. We do not guarantee that any Content will be made available on the App or through the Services. We reserve the right to, but do not have any obligation to:

A. remove, edit or modify or otherwise manipulate any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms), or for no reason at all and

B. to remove or block any Content from the Services.

8. CONDITIONS OF PARTICIPATION

1. You shall not (directly or indirectly): (a.) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), (b.) modify, translate, or otherwise create derivative works of any part of the Services, or (c.) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. This includes reducing the Spotify® and/or Apple Music® platform, Spotify® and/or Apple Music® service, and Spotify® and/or Apple Music® Content to source code or other human-perceivable form. You shall abide by all applicable local, state, national and international laws and regulations.

2 . You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Rhythm or the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Rhythm or the music-related content owners except as expressly authorized by these Terms.

3. ANY ATTEMPT BY AN ENTRANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY DAMAGE THE APP IS A VIOLATION OF CRIMINAL AND/OR CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, WE RESERVE THE RIGHT TO SEEK DAMAGES AND OTHER REMEDIES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.

4. You may not upload or transmit any material that infringes or misappropriates any person's copyright, patent, trademark, or trade secret, or disclose via Rhythm any information the disclosure of which would constitute a violation of any confidentiality obligations you may have. You may not upload any viruses, worms, Trojan horses, or other forms of harmful computer code, nor subject Rhythm's network or servers to unreasonable traffic loads, or otherwise engage in conduct deemed disruptive to the ordinary operation of Rhythm.

9. LINKS TO THIRD-PARTY SERVICES

1. The Services may permit you to link to or otherwise access other websites, services or resources on your device and the Internet, and other websites, services or resources may contain links to or be accessed by the Services or the App. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link or access does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

10. THIRD PARTY ACCOUNTS

1. You will be able to connect your Rhythm account to third party accounts. By connecting you Rhythm account to your third party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third party sites). If you do not want information about you to be shared in this manner, do not use this feature.

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11. ACCOUNT CLOSURE AND TERMINATION

1. Notwithstanding any provision of the Terms to the contrary and not by limitation, We have the right to close your account, suspend your account, limit the features and/or Services available, where you are in breach of the Terms, or where your conduct is deemed to be inappropriate, in our sole discretion.

2. You agree to fully indemnify, defend and hold harmless the Operators from and against all claims, demands, liabilities, damages, losses, costs and expenses, including legal fees and any other charges whatsoever, howsoever caused, that may arise as a result of:

A. your breach of the Terms, in whole or in part;

B. violation by you of any law or any third-party rights; and

C. use by you of the Services or use by any other person accessing the Services using your username and password, whether or not with your authorization.

3. If you wish to terminate your account, you may do so by removing the App from your device and following the instructions on the App or through the Services. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

12. INTERNATIONAL USERS

1. The Service is controlled, operated and administered from within Canada. If you access the Service from a location outside of Canada, you are responsible for compliance with all local laws. You agree that you will not use the Content accessed through the Service in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

13. DISCLAIMER OF WARRANTIES

1. We disclaim any and all warranties, expressed or implied, in connection with the Services which is provided to you “AS IS” and we provide you with no warranty or representation whatsoever regarding its quality, fitness for purpose, completeness or accuracy. Regardless of our efforts to provide you with service of the highest quality, safety and security, we make no warranty that the Services will be uninterrupted, timely or error-free, that defects will be corrected or that the Software and the App shall be free from viruses, bugs or other contaminants.

2. Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimer may not apply to the extent such jurisdiction’s law is applicable to these Terms.

3. We do not warrant that your activities or use of the App is lawful in any particular jurisdiction and, in any event, we specifically disclaim such warranties. You understand that by using any of the features on the App, you act at your own risk, and you represent and warrant that your activities are lawful in every jurisdiction where you access the Services or use the App.

4. We reserve the right to suspend, discontinue, modify, remove or add to the Services in our absolute discretion with immediate effect and without an obligation to provide you with notice where we consider it necessary to do so, including (for example) where we deem it necessary for the management, maintenance or update of the Software. We shall not be liable in any way whatsoever for any loss suffered as a consequence of any decision made by us in this regard.

5. WE WILL PROVIDE THE SERVICES WITH REASONABLE SKILL AND CARE AS DESCRIBED IN THE TERMS. WE DO NOT MAKE ANY OTHER PROMISES OR WARRANTIES AS TO THE FITNESS OF THE SERVICES.

6. We do not make any warranties or representations on behalf of Spotify® or Apple® and expressly disclaim all implied warranties with respect to the Spotify Platform, Spotify Service and Spotify Content, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement

7. WE ARE RESPONSIBLE FOR OUR SERVICES AND DISCLAIM ANY LIABILITY ON THE PART OF THIRD PARTIES SUCH AS SPOTIFY® AND APPLE®

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14. LIMITATION OF LIABILITY

1. UNDER NO CIRCUMSTANCES SHALL THE APP NOR OUR PARTNERS OR CONTENT PROVIDERS (THE “INDIVIDUALS”), BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO (1.) THE APP, THE SERVICES, THE CONTENT OR YOUR PERSONALLY IDENTIFIABLE INFORMATION; (2.) THE USE OF, INABILITY TO USE, OR PERFORMANCE OF THE APP; (3.) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY US OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE APP OR SERVICES; (4.) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OWNERS; OR (5.) ANY ERRORS OR OMISSIONS IN THE APP’S TECHNICAL OPERATION, EVEN IF FORESEEABLE OR EVEN IF WE AND THE INDIVIDUALS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE APP). IN NO EVENT WILL WE AND THE INDIVIDUALS BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY.

2. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

3. FURTHERMORE, WE SHALL NOT BE LIABLE FOR ANY ATTEMPTS BY YOU TO USE THE SERVICES BY METHODS, MEANS OR WAYS NOT INTENDED BY US.

4. YOUR ACCESS TO AND USE OF THE APP IS AT YOUR RISK. IF YOU ARE DISSATISFIED WITH THE APP OR ANY OF THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE APP OR THE SERVICES.

5. IF ANY PART OF THE TERMS IS DEEMED UNLAWFUL, VOID OR FOR ANY REASON UNENFORCEABLE, THEN THAT PART SHALL BE DEEMED TO BE SEVERABLE FROM THE REST OF THE TERMS AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS.

6. THE OPERATORS'S TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION WITH SOUNDSHARE WILL NOT EXCEED FIVE CANADIAN DOLLARS ($5.00). USER AGREES AND ACKNOWLEDGES THAT THE FOREGOING LIMITATIONS ON LIABILITY ARE AN ESSENTIAL BASIS OF THE BARGAIN AND THAT THE OPERATORS WOULD NOT PROVIDE SOUNDSHARE ABSENT SUCH LIMITATION.

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15. INDEMNIFICATION

1. You shall defend, indemnify, and hold harmless the Operators from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of the App, Services, Content, or otherwise from your User Content, these Terms, or infringement by you, or any third party using your account or identity in the Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

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16. INTELLECTUAL PROPERTY

1. The content on the App, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like and the trademarks, service marks and logos contained therein (the “Intellectual Property“), are owned by or provided to us, subject to copyright and other intellectual property rights under Canadian and foreign laws and international conventions. Content on the App is provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners.

2. We reserve all rights not expressly granted in and to the App and the Intellectual Property. You agree to not engage in the use, copying, or distribution of any of the Intellectual Property other than expressly permitted herein. If you download or print a copy of the Intellectual Property for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the App or features that prevent or restrict use or copying of any Intellectual Property or enforce limitations on use of the App or the Intellectual Property therein.

3. Some of the Services may allow you to submit or transmit text or other materials (collectively, “User Submissions“) to or through the Services. When you provide User Submissions, you grant to the Operators a non-exclusive, worldwide, royalty-free, fully sublicensable license to use, distribute, edit, display, archive, publish, sublicense, perform, reproduce, make available, transmit, broadcast, translate, and create derivative works of those User Submissions, and your name, voice, likeness and other identifying information where part of a User Submission, in any form, media, software, or technology of any kind now known or developed in the future, including, without limitation, for developing, manufacturing, and marketing products. You hereby waive any moral rights you may have in your User Submissions.

4. In addition, you agree that any User Submissions you submit shall not contain any material that is, in our sole and absolute discretion, inappropriate, obscene, vulgar, unlawful, or otherwise objectionable (hereinafter, “Prohibited Content“). Posting of any Prohibited Content, in addition to any and all other rights and remedies available to us may result in account suspension or termination.You are strictly prohibited from communicating on or through Rhythm any unlawful, harmful, offensive, threatening, abusive, libelous, harassing, defamatory, vulgar, obscene, profane, hateful, fraudulent, sexually explicit, racially, ethnically, or otherwise objectionable material of any sort, including, but not limited to, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law.

5. We may refuse or remove a User Submission without notice to you. However, we have no obligation to monitor User Submissions, and you agree that neither we nor our affiliates, or agents will be liable for User Submissions or any loss or damage resulting from User Submissions.The Operators may edit or remove content on Rhythm at their discretion at any time.

6. You represent and warrant that you have all rights necessary to grant us the license above and that none of your User Submissions are defamatory, violate any rights of third parties (including intellectual property rights or rights of publicity or privacy), or violate applicable law.

17. ARBITRATION AND LOCATION

1. We will respond to any user complaints, claims, disputes or grievances. You agree that if you have any complaints, claims, disputes or grievances with us regarding any of our Services, you will first contact us in writing by email, as soon as practicable. In all circumstances you must notify us of your complaints, claims, disputes or grievances no later than one (1) month from the day the complaint, claim, dispute or grievance was discovered or should have been discovered.

2. Either you or us may initiate binding arbitration as the sole means to resolve a claim, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including their formation, performance and breach), the parties’ relationship with each other and/or your use of the Services shall be settled by binding arbitration administered by JAMS (www.jamsadr.com) in accordance with the optional Expedited Arbitration Rules & Procedures, excluding any rules or procedures governing or permitting class actions.

3. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all claims arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to any claim that all or any part of these Terms are void or voidable, or whether a claim is subject to arbitration.

4. Any and all claims shall be arbitrated on an individual basis only and shall not be consolidated or joined with or in any arbitration or other proceeding involving a claim of any other party. You and the Operators agree that the arbitrator shall have no authority to arbitrate any claim as a class action or in any other form other than on an individual basis. Further, the arbitrator shall not have authority to award punitive damages.

5. In agreeing to arbitrate a claim, you and the Operators waive all rights to a trial by jury in any action or proceeding involving any claim. The arbitration shall be held in Toronto, Ontario, Canada, and judgment on the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.

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18. GOVERNING LAW

1. The Terms and any matters relating hereto shall be governed by, and construed in accordance with the laws of Ontario, Canada. You irrevocably agree that, subject as provided below, the courts of Ontario shall have exclusive jurisdiction in relation to any complaint, claim, dispute or grievance concerning the Terms and any matter arising therefrom and irrevocably waive any right that it may have to object to an action being brought in those courts, or to claim that the action has been brought in an inconvenient forum, or that those courts do not have jurisdiction. Nothing in this Section shall limit the right of the App to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

19. DOWNLOAD VENUES

1. You and the App acknowledge that these Terms are concluded between you and the App only, and not with the applicable Download Venue (i.e. Apple® Store) that you use to access the App. As between the App and any participating Download Venue, we are solely responsible for the App. No Download Venue has any obligation to furnish any maintenance and/or support services with respect to the App. The Download Venues are third-party owned and operated websites. Use of those stores shall be governed by the applicable venue’s agreements and terms and conditions. We do not control the Download Venues or any of the actions, policies or decisions made by the operators of those stores. If you accessed or downloaded the App from the Apple® Store, then you agree to use the App only: (i.) on an Apple®-branded product or device that runs iOS (Apple’s® proprietary operating system software); and (ii.) as permitted by the “Usage Rules” set forth in the Apple® Store Terms of Service, as applicable.

20. MISCELLANEOUS

1. These Terms are the entire Agreement between you and us with respect to the Services, including use of the App, and supercede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services.

2. Nothing in the Terms shall create or be deemed to create a partnership, agency, trust arrangement, fiduciary relationship or joint venture between you and us.

3. Nothing in the Terms shall create or confer any rights or other benefits in favor of any third parties not party to the Agreement.

4. These Terms are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.

5. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, manual, electronic or communications failure or degradation.

6. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under gthese Terms shall not constitute a waiver of such right or provision.

7. The App reserves the right to amend these Terms at any time and without notice, and it is your responsibility to review these Terms for any changes. If you continue to use the Services after we change the Terms, you accept all changes.

8. The English language version of these Terms shall be the prevailing version in the event of any discrepancy.

9. Spotify® and Apple® are third party beneficiaries of these Terms and are entitled to directly enforce these Terms.

10. Apple and Apple Music are trademarks of Apple Inc., registered in the U.S. and other countries

Questions? Contact info@gethrhythmapp.com