Welcome, and thank you for your interest in VTVK, Inc. (“VTVK,” “we,” “our,” or “us”) and our products, applications, and website (collectively, the “Services”). These Terms of Use are a legally binding contract between you and VTVK regarding your use of the Services.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY AGREEING TO, ACCESSING, OR USING THE SERVICES, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION OF YOUR ACCESS TO OR USE OF THE SERVICES, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE PRIVACY POLICY AVAILABLE AT: HTTPS://WWW.RHYTHMS.AI/PRIVACY-POLICY (DEFINED BELOW) (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICES. YOUR USE OF THE SERVICES, AND VTVK’S PROVISION OF THE SERVICES TO YOU, CONSTITUTES AN AGREEMENT BY VTVK AND BY YOU TO BE BOUND BY THESE TERMS.

Overview. The Services are an AI-powered business orchestration platform, related documentation, and any related downloadable code. They enable users to input text-based information including OKRs or integrate third-party applications and software to generate useful information for improving business performance and outcomes. The Rhythms application can be accessed from the web, Slack, and Microsoft Teams as part of these Services.

Eligibility. By accessing or using these Services, you represent and warrant to us that your access to and use of the Services is in compliance with any and all applicable laws and regulations. If you are accessing the Services on behalf of an entity, organization, or company, then (a) “you” will refer to that entity, organization, or company and (b) the individual accessing or using the Services on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

Licenses

Limited License. Subject to your complete and ongoing compliance with these Terms, VTVK grants you, solely for your personal use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services.

License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) use the Services for any illegal purpose or in violation of any local, state, national, or international law; (b) infringe, misappropriate, or violate any intellectual property rights in or to the Services, including by reproducing, distributing, publicly displaying, or publicly performing the Services and all Materials (defined below) thereon; (c) make modifications to the Services; (d) interfere with or circumvent any feature of the Services, including any security or access control mechanism, or interfere with a user’s enjoyment of the Services; or (e) reverse engineer or otherwise attempt to discover the source code of the proprietary software powering any portion of the Services.

Information You Submit. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Services (“Feedback”), then you do so on a non-confidential basis (regardless of any designation or indication to the contrary in the submitted information or any accompanying correspondence) and you hereby grant VTVK an unrestricted, perpetual, irrevocable, non-exclusive, fully paid-up, royalty-free, transferable, sublicensable right to exploit the Feedback in any manner and for any purpose, including to improve the Services and create other products and services.

Ownership; Proprietary Rights. The Services are owned and operated by VTVK. The visual interfaces, graphics, designs, compilations, data, computer code (including source code or object code), products, software, services, and all other elements of the Services (“Materials”) are protected by intellectual property and other laws. All Materials included in the Services are the property of VTVK or its third-party licensors. Except as expressly authorized by VTVK, you may not use the Materials. VTVK reserves all rights to the Materials not granted expressly in these Terms.

Linked Websites. The Services may contain links to third-party websites. Third-party websites are not under VTVK’s control, and VTVK is not responsible for their content.

Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time. You agree to be bound by the most current version of these Terms each time you access or use the Services. Except as expressly permitted in this Section 6, the Terms by which you and we are bound may be amended only by a written agreement signed by authorized representatives of each of you and us. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

Modification of the Services. VTVK reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), temporarily or permanently, without notice to you. VTVK will have no liability for any change to the Services or any suspension or termination of your access to or use of the Services.

Term and Termination. These Terms are in effect at all times that you access or use the Services. If you violate any provision of these Terms: (a) you must immediately cease all use of the Services; (b) your rights under these Terms are terminated and you are no longer authorized to access or use the Services; and (c) all definitions and Sections 3(b), 3(c), and 4 through 12 will survive termination.

Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Services, and you will defend and indemnify VTVK and its officers, directors, employees, consultants, affiliates, subsidiaries, licensors, suppliers, and agents (together, the “VTVK Entities”) from and against every claim brought by a third party against a VTVK Entity, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or related to: (a) your unauthorized use of, or misuse of, the Services; (b) your violation of any portion of these Terms or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property or other proprietary right or right of publicity, confidentiality, or privacy; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of the applicable claims.

Disclaimers; No Warranties

THE SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. VTVK DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICES, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. VTVK DOES NOT WARRANT THAT THE SERVICES OR ANY PORTION OF THE SERVICES, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICES, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND VTVK DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR VTVK ENTITIES, OR ANY MATERIALS OR CONTENT MADE AVAILABLE THROUGH THE SERVICES, WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THESE TERMS OR A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND VTVK. IN PARTICULAR, THE OUTPUT DATA THE SERVICES PRODUCE ARE RECOMMENDATIONS ONLY AND OFFER NO GUARANTEE OR WARRANTY ABOUT ANY BUSINESS OUTCOME OR RESULT.

WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICES OR YOUR ACCESS TO OR USE OF THE SERVICES. YOU UNDERSTAND AND AGREE THAT YOU ACCESS AND USE THE SERVICES AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES) OR ANY LOSS OF DATA. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. VTVK DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT VTVK IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE VTVK ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, ANY PORTION OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY VTVK ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE VTVK ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO ACCESS OR USE ANY PORTION OF THE SERVICES OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100 USD. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 11 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Miscellaneous

General Terms. These Terms, together with the Privacy Policy available at: https://www.rhythms.ai/privacy-policy (the “Privacy Policy”) and any Additional Terms (defined below), are the entire and exclusive understanding and agreement between you and VTVK regarding your use of the Services. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

Governing Law. These Terms are governed by the laws of the state of Washington without regard to conflict of law principles that would result in the application of the laws of another jurisdiction. You and VTVK submit to the personal and exclusive jurisdiction of the state courts and federal courts located within King County, Washington, for resolution of any lawsuit or court proceeding permitted under these Terms.

Privacy Policy. Please read the Privacy Policy carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

Email. If you provide your email address to us, you agree that we may send you emails concerning our products and services. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

Additional Terms. Your use of the Services is subject to all additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services that we may post on or link to from the Services or that you agree to in connection with certain technology or services made available to you by or on behalf of VTVK (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

Contact Information. The Services are offered by VTVK, Inc. located at 800 Bellevue Way NE, Bellevue, WA 98004. You may contact us by sending correspondence to that address or by emailing us at support@rhythms.ai

Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.

International Use. The Services are intended for users located within the United States. We make no representation that the Services are appropriate or available for use outside of the United States. Access to the Services from countries or territories or by individuals where such access is illegal is prohibited.