Effective April 8, 2025

    Welcome to Rime! These Terms of Service (the “Terms”) are a legally binding agreement between Rime Labs, Inc. (“Rime”, “we”, or “us”) and the person or entity agreeing to the Terms (“you”, or “Customer”). If you are agreeing to the terms on behalf of an organization, “Customer” shall also mean that organization. These Terms govern access to and use of our products and services that we make available (such products and services, the “Services”) on or through our website currently located at https://www.rime.ai/ (our “Website”). Please note that Rime is a workplace tool intended for use by businesses and organizations and not for consumer purposes.

    These Terms are effective on the earlier of when you click to accept the Terms and your first use of the Services (the “Effective Date”). By accepting these Terms, using the Services, or creating a customer account (an “Account”), you agree to be bound by these Terms, which, together with our Data Protection Agreement located at https://rime.ai/dpa, any policies that link out from these Terms and any applicable additional terms for certain service offerings (such additional terms, “Special Terms”) comprise the “Agreement” between you and Rime. If you do not agree to these Terms, do not use our Services. In the event of a conflict between a provision in these Terms and the Special Terms, the Special Terms will control for that particular provision. The date on which the Agreement first becomes effective is the “Effective Date.”

    1. Eligibility.

      You may use the Services only if you can form a binding contract with Rime, and only in compliance with the Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Services by anyone under 18 is strictly prohibited and in violation of this Agreement. The Services are not available to Customers previously removed from the Services by Rime. By registering for an Account, you represent and warrant that (A) you are at least 18 years of age, (B) you will use the Services in accordance with the Agreement and all applicable local, state, national and international laws, rules and regulations, and (C) if registering on behalf of a company, organization or other entity, you are an authorized representative of the entity and have the authority to bind such entity to these Terms.

    2. Services.

      Description of Services. Rime provides voice functionality using authentic AI voices. To use the Services, you may upload text, audio, and other content (“Input”), and the Services will automatically turn your Input into audio using the voices created by our artificial intelligence and other technology tools. Any content created as a result of your use of the Services is referred to as “Output.” Subject is referred to as “Output.” Subject to the use restrictions set forth herein, you retain all rights in and to your Input and Output. Except for Rime’s limited right to use your Voice Recordings to train a Customer Voice Model (as both terms are defined below) if you choose to use that feature, Rime does not use either the Input or Output to train its AI models. For the avoidance of doubt, Output is generated by, but does not include, Rime’s artificial intelligence voice models. Input and Output are jointly referred to in these Terms as “Customer Data.”

      Updates to Services. Rime may make changes to the Services from time to time, including by adding or removing features, increasing or decreasing capacity limits, offering new services or discontinuing certain services. Except to the extent that you have prepaid for certain Services, we will not be liable for any change to or any suspension or discontinuation of the Services or your access to them.

      Beta Services. From time to time, we may make available services or functionality to you that are not generally made available to our customers and/or are designated as alpha, beta, pilot, preview, or similar designation (“Beta Services”). The purpose of Beta Services testing is to evaluate the functionality, performance, and usability of the Beta Services. By accessing or using the Beta Services, you understand, acknowledge and agree that the Beta Services (a) are not a final product and may contain defects, bugs, and other issues; and (b) are being provided solely on an “AS IS” and “AS AVAILABLE” basis without any warranty of any kind, and may be modified or discontinued in our sole discretion. YOU ASSUME ALL RISKS AND COSTS ASSOCIATED WITH YOUR USE OF THE BETA SERVICES. Additionally, we are not obligated to provide any maintenance, technical or other support for the Beta Services.

    3. Customer Obligations

      Compliance. Customer will (a) ensure that Customer’s use of the Services complies with the Agreement, (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services, and (c) promptly notify Rime of any unauthorized use of, or access to, the Services, Account, or Customer's password of which Customer becomes aware.

      Input. Customer is responsible for all Input it submits to the Services. By submitting Input to our Services, you represent and warrant that (i) you have all rights, licenses, consents and permissions that are necessary for us to process the Input under this Agreement, (ii) your submitting Input to us will not violate the Agreement, or any laws or regulations applicable to the Input, and (iii) you have the written consent of each and every identifiable natural person used in your Input, if any, to use such person’s name or likeness in the manner contemplated by our Services and the Agreement, and each such person has released you from any liability that may arise in relation to such use.

      Voice Cloning. As part of the Services, Rime may make available a feature that permits you to create a voice model (the “Customer Voice Model”) trained on a recording of a voice you are authorized to share with us as Input (a “Voice Recording”) that will produce Output in the form of an AI-generated voice that sounds like the voice in the Voice Recording. By submitting a Voice Recording to the Services, you represent and warrant that such Voice Recording only contain voices (including yours) from individuals that have given you their express written consent for Rime to use and store their voices and the Voice Recordings to:

      • train the Customer Voice Model (which, for clarity, Rime will not share with other customers);
      • create synthetic audio sounding voices like such individuals’ voices solely to provide as Output to you; and
      • to provide the Services to you including for quality assurance and safety purposes.

      Customer further represents and warrants that it will (i) use the Customer Voice Model and Output from such model in a way consistent with any further restrictions and obligations you may have to any third-party whose voice is included in the Voice Recordings and (ii) not provide any Voice Recordings for which it has not obtained the express written consent outlined above.

      Privacy. Customer is responsible for all consents and notices required to permit (a) Customer's and its authorized users’ use and receipt of the Services and (b) Rime’s accessing, storing, and processing of data provided by Customer under the Agreement.

      Restrictions and Acceptable Use. You agree not to use the Services, or Output for any purpose that is unlawful or prohibited by the Agreement or any Rime policies, or for any purpose not reasonably intended by Rime. Without limitation, you will not, and will ensure your authorized users do not:

      • create multiple Accounts, misrepresent your identity or use the Services to impersonate any other person;
        • violate any federal, state, or local law, statute, ordinance, regulation, or ethical code;
          • engage in any activity that could cause us to violate any applicable law, statute, ordinance, or regulation;
          • engage in or facilitate unauthorized robocalling;
          • engage in deceptive or unauthorized practices including intentionally replicating the voice of another person without such person’s express permission or representing that a voice is human when it is not;
          • attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services;
          • take any action that imposes, or may impose (as determined by us in sole discretion) an unreasonable or disproportionately large load on our infrastructure;
          • upload invalid data, viruses, worms, or other software agents through the Services;
          • use the Services to violate another party’s intellectual property or privacy rights;
          • copy, modify, or create a derivative work of the Services;
          • decompile, reverse engineering, or otherwise attempting to obtain the source code or underlying ideas or information of or relating to the Services;
          • use Output to train any artificial intelligence or machine learning model;
          • sell, resell, sublicense, transfer, or distribute any or all of the Services;
          • probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures we may use to prevent or restrict access to the Services or use of the Services or the content therein;
          • access any content on the Services through any technology or means other than those provided or authorized by the Services;
          • access the Services to build a similar or competitive website, product, or service;
          • bypass the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein;
          • identify or refer to us or our Services in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you (or a third party) and us, without our prior express written consent;
          • transmit, store, or process health information subject to United States HIPAA regulations (“PHI”) except as permitted by an executed Business Associate Agreement (“BAA”) or
          • attempt to indirectly undertake any of the foregoing.

      Rime has no obligation to monitor yours or anyone else’s access to or use of the Services for violations of the Agreement. However, Rime has the right to do so for the purpose of operating and improving the Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes, analytics, and advertising), to ensure your compliance with the Agreement and to comply with applicable law or the order or requirement of a court, consent decree, administrative agency or other governmental body. Rime may involve and cooperate with law enforcement authorities in prosecuting users who violate the Agreement.

    4. Intellectual Property; Licenses

      The Services. The Services, and all materials therein, including, without limitation, the artificial intelligence voice models all software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music and all rights related thereto, are the exclusive property of Rime and its licensors and are protected by intellectual property laws.

      Subject to your compliance with the terms and conditions of the Agreement, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, freely revocable license to use the Services in accordance with the Agreement and subject to the restrictions as set forth herein, including to create Output if you create an Account. Rime reserves all rights not expressly granted herein in the Services. Your use of the Services and the Output is at your own risk.

      Input and Output. As between the parties, you own all rights in and to your Input and Output. You hereby grant Rime a non-exclusive, royalty-free license to reproduce, modify, adapt, publish, translate, create derivative works from, distribute and otherwise use your Input solely to provide the Services to you.

      Customer Feedback. At its option, Customer may provide feedback or suggestions about the Services to Rime (“Feedback”). If Customer provides Feedback, then Rime may use that Feedback without restriction and without obligation to Customer, including to develop, copy, publish, or improve the Services, or to improve or develop new products, services, or technologies in Rime’s sole discretion. Rime will exclusively own any improvements to, or new inventions based upon, such Services, or Services based on the Feedback. You understand that Rime may treat any Feedback as nonconfidential.

    5. Accounts

      General. We may require you to create an Account to use some or all of our Services. When creating your Account, you must provide accurate and complete information, and you must keep this information up to date. We may allow you to create an Account by linking an existing account you have with a third party service, such as Github or Google. By connecting to Rime with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service (if applicable). You may never use another Customer’s Account without permission.

      Security of Accounts. You are solely responsible for the activity that occurs on your Account, and you must keep your Account password (where applicable) and authentication codes secure. You must notify Rime immediately of any breach of security or unauthorized use of your User Account. Rime will not be liable for any losses caused by any unauthorized use of your Account. We reserve the right to disable or close any Account at any time and for any reason or for no reason.

    6. Subscriptions; Payment.

      Subscription Plans. We may offer one or more subscription plans, each with different available features, functionalities or length of subscription (each, a “Plan”). The fees for each Plan are as set forth on our Website. We reserve the right to change our available Plans at any time provided that such changes will only apply on a go-forward basis to any renewal of your subscription. We will charge your credit card as of the date you enroll in the Plan for the monthly amount associated with the Plan. Any use of the Services in excess of the usage limits set forth in a Plan will be billed in arrears.

      Recurring Billing. By enrolling in one of our automatically renewing Plans, you authorize us and/or our third-party payment processor to charge your credit card at the beginning of your subscription term, and on a recurring basis, for the applicable charge and any and all taxes or possible transaction fees, and any other charges incurred in connection with your subscription. Your credit card will automatically be charged the applicable charge on the applicable renewal processing date unless you cancel before that date. Your Plan will continue for the period of time of the subscription period that you selected and will automatically renew until terminated. You must cancel your Plan before it renews in order to avoid billing of the subscription fees for the next billing cycle. We may receive updated credit card information (new credit card number or updated expiration date) from your credit card issuer. We may use these new details to help prevent any interruption to your subscription. If you would like to use a different payment method or if there is a change in payment method, please visit the settings area of your account to update your billing information. If any subscription fee is not paid in a timely manner, or your transaction cannot be processed, we reserve the right to suspend, disable, cancel or terminate your access to the Services or cancel your subscription. You will be responsible for paying all past due amounts. Some credit card issuers may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your credit card. Check with your credit card provider for details. If your credit card cannot be processed for some reason, we may contact you via auto-generated email, text, or phone if you are opted-in to receive such forms of communication.

      Cancellation. When you cancel a subscription, you cancel only future charges associated with your subscription. You may initiate your cancellation at any time, but the cancellation will become effective at the end of your current subscription period. In order to avoid future charges, you must cancel your subscription at least 24 hours prior to the end of your current subscription period. To cancel, please use the use the cancelation functions in your Account or contact us at help@rime.ai. If you cancel, your right to use the Services under your Plan will continue until the end of your then-current subscription period (unless we provide you with a refund or otherwise allow you to use the unused portion towards another service or subscription) and will then terminate without further charges).

      Free Trials & Promotions. We may offer promotional trial subscriptions for free or at special discounted prices. If you sign up for a trial subscription, your rights to use the applicable portion of the Service are limited by the terms of such trial and will terminate or renew according to the terms of your trial arrangement and/or any applicable additional terms. You may cancel your subscription during your promotional period to avoid being charged the full applicable subscription fee using the procedures described in the “Cancellation” section above.

      No Refunds. EXCEPT AS OTHERWISE STATED HEREIN OR REQUIRED BY APPLICABLE LAW, YOUR PAYMENT IS NONREFUNDABLE. If you cancel your subscription, you will not receive any refund and you will continue to have access to your Plan through the end of the subscription period. We reserve the right to issue refunds, credits, or discounts at our sole discretion. If we issue a refund, credit, or discount, we are under no obligation to issue the same or similar refund in the future and we may terminate your Plan and access to the Services.

    7. Data; Data Privacy

      Customer Data. Rime will process any Personal Data contained in the Customer Data in accordance with the Data Processing Addendum and process any PHI contained in the Customer Data in accordance with the BAA. Rime has implemented and will maintain technical, organizational, and physical measures to protect Customer Data, as further described in the Data Processing Addendum and the BAA as applicable.

      Usage Data. Rime may collect data while providing the Services to you, such as account information and settings, billing history, usage details, operational status, authentication details, quality and performance metrics, and other technical details necessary for Rime to operate and maintain the Services (“Usage Data”). Customer acknowledges that Rime uses the Usage Data for business purposes related to the ongoing operation, development and improvement of the Services. Rime will not disclose Usage Data externally unless it is (a) de-identified so that it does not identify Customer, its Authorized Users or any other person and (b) aggregated with data across other customers.

    8. Confidential Information.

      General. From time to time, either party to these Terms (the "Disclosing Party") may disclose or make available to the other (the "Receiving Party") non-public, proprietary, or confidential information of the Disclosing Party (“Confidential Information”). Confidential Information includes any information, including information from other Users shared via the Services, that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including non-public business, product, technology and marketing information. Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Receiving Party's breach of this confidentiality section; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was in the Receiving Party's possession prior to the Disclosing Party's disclosure thereof; or (iv) was or is independently developed by the Receiving Party without using any of the Disclosing Party’s Confidential Information.

      Protection and Use of Confidential Information. The recipient will only use the disclosing party's Confidential Information to exercise the recipient's rights and fulfill its obligations under this Agreement and will use reasonable care to protect against the disclosure of the disclosing party's Confidential Information. The recipient may disclose Confidential Information only to its and its Affiliates' employees, agents, subcontractors, or professional advisors ("Representatives") who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that its Representatives use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement.

      Required Disclosure. In the event that recipient or any of its Representatives is required to disclose Confidential Information to the extent necessary to comply with the requirements of law, legal process (including deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) or valid order of a court of competent jurisdiction, the recipient shall (a) notify the disclosing party prior to making such disclosure in order to permit disclosing party to seek confidential treatment of such Confidential Information, and (b) in any event disclose only that portion of disclosing party’s Confidential Information that is legally required to be disclosed.

      Injunctive Relief. Each of the parties to these Terms acknowledges that the other party will be irreparably harmed if Confidential Information of the other is distributed in breach of this Section, and that such other party would not have an adequate remedy at law in the event of such an actual or threatened breach. Therefore, each of the parties agrees that the other party shall be entitled to seek injunctive relief against any actual or threatened breaches of this Section by the other party without the necessity of showing actual damages or showing that monetary damages would not afford an adequate remedy.

    9. Third Party Content

      We may provide, or third parties may provide, links to other third-party websites, services, or resources that are beyond our control. We make no representations or endorsements as to the quality, suitability, functionality, or legality of any third-party content to which links may be provided, and you hereby waive any claim you might have against us with respect to such services. RIME IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE LOCATED OUTSIDE THE SERVICES. Your correspondence or business dealings with, or participation in promotions of third parties found on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party or partner. You agree that we are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such partners or links to third-party websites or resources from the Services.

    10. Copyright Infringement.

      Please see Rime’s Website Terms for details on how to notify us if you believe your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed. Rime responds to notices of alleged copyright infringement and may terminate the provision of Services to repeat infringers in certain circumstances.

    11. EU Digital Services Act Disclosures.

      If you are an EU resident, please see the following Digital Services Act (DSA) disclosures.

      EU DSA Point of Contact. Communications regarding Digital Services Act (DSA) compliance or if a user believes any content available through the Services is illegal should be directed to security@rime.ai.

      Policies & Procedures Regarding Restrictions and Monitoring of Input and Output**.** You can find information on Input and Output that is and is not permitted on the Services and how we enforce violations of these restrictions in the Agreement, including in “Restrictions and Use” under Section 3 above.

      Removal of Content. If we make decision to remove your content, suspend or terminate your account, or take other actions, we will notify you as required by the DSA.

    12. Term and Termination.

      Agreement Term. The term of the Agreement (the "Term") will begin on the Effective Date and continue until the Agreement is terminated as stated in this Section 12 (Term and Termination).

      Termination for Breach. To the extent permitted by applicable law, either party may terminate the Agreement immediately on written notice if (i) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice of the breach; or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.

      Termination Due to Applicable Law; Violation of Laws. Rime may terminate the Agreement immediately upon written notice if Rime reasonably believes that (a) continued provision of any Service used by Customer would violate applicable law(s) or (b) Customer has violated or caused Rime to violate any anti-bribery or export-control laws.

      Effect of Termination. If the Agreement terminates, then (a) all rights and access to the Services will terminate unless otherwise described in the Agreement, and (b) all fees owed by Customer to Rime under this Agreement, as applicable, are immediately due upon Customer’s receipt of the final invoice.

    13. Indemnification.

      You agree to defend, indemnify and hold us and our affiliates, agents, suppliers or licensors (and our and their employees, contractors, agents, officers and directors) harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your access to or use of our Services; (b) your violation of any aspect of the Agreement, including without limitation your breach of any of your representations and warranties; (c) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (d) your violation of any applicable law, rule or regulation; (e) your Customer Data, including without limitation any misleading, false, or inaccurate information in your Customer Data; (f) your willful misconduct; or (g) any third party’s access to or use of our Services with your username(s), password(s) or other security code(s).

    14. No Warranties; Disclaimers.

      OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOUR USE OF OUR SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WE, OUR SUBSIDIARIES, OUR AFFILIATES, AND OUR LICENSORS DO NOT WARRANT THAT ANY CONTENT ON OUR SERVICES IS ACCURATE, RELIABLE OR CORRECT; THAT OUR SERVICES WILL MEET YOUR REQUIREMENTS; THAT OUR SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT OUR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF OUR SERVICES OR ANY DOWNLOAD OF CONTENT THROUGH THE USE OF OUR SERVICES. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

    15. Limitation of Liability.

      TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, AGENTS, SUPPLIERS OR LICENSORS (OR OUR OR THEIR EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, OUR SERVICES. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF OUR SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

      TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH OUR SERVICES; AND/OR (G) YOUR DATA OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

      IN NO EVENT WILL WE OR OUR AFFILIATES, AGENTS, SUPPLIERS OR LICENSORS (OR OUR OR THEIR EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO US HEREUNDER OR $100.00, WHICHEVER IS GREATER.

      THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

      SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THE AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

    16. Updates to Terms.

      We reserve the right to change or update these Terms from time to time at our sole discretion. We reserve the right, at our discretion, to change, modify, add, or remove portions of these Terms any time by posting the amended Terms here with an updated “Last Updated” date above. Please review the Terms frequently for any changes. If the changes include material changes that affect your rights or obligations, we will notify you of the changes by reasonable means, which could include notification through the Services or via email. Your continued use of the Services following the effective date of any changes to these Terms constitutes acceptance of those changes. If you do not agree to the new Terms, you may not use the Services.

    17. Governing Law; Disputes

      Governing Law. All claims arising out of or relating to this agreement or the Services (including any dispute regarding the interpretation or performance of this agreement) will be governed by the laws of the State of California, USA, excluding California's conflicts of laws rules.

      Informal Dispute Resolution; Arbitration. In the event of any dispute, controversy or claim between the parties hereto arising out of or relating to the Agreement, the parties shall first seek to resolve the dispute in good faith through informal discussion. If you have a concern, please send a written description of it to help@rime.ai. If such dispute, controversy, or claim cannot be resolved informally within a period of sixty (60) days from the date on which we received your email, the parties agree that it shall be settled by binding arbitration. Arbitration Rules. The parties expressly agree that the arbitration will be administered by JAMS and resolved before a single arbitrator. If JAMS is not available to arbitrate, the parties will select an alternative arbitration provider. Unless otherwise agreed in writing between the parties, JAMS will administer the arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000, in each case applying the rules and procedures in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class or representative actions. The applicable JAMS rules and procedures are available at https://www.jamsadr.com/adr-rules-procedures/ by calling JAMS at (800) 352-5267. To the extent permissible under applicable law and JAMS rules, you and Rime shall each bear our own costs and expenses and an equal share of the arbitrators’ and administrative fees in arbitration. Unless otherwise prohibited by law, any arbitration will be confidential and closed to any parties other than you and Rime (and each of our authorized representatives and agents). All arbitration records will be permanently sealed, except as necessary to obtain court relief in connection with any such proceeding.

      Initiating Arbitration. A party who desires to initiate arbitration must deliver to JAMS and the other party a demand for arbitration which satisfies the following requirements: (1) the name, telephone number, mailing address, and email address of the party seeking arbitration; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and a good-faith calculation of the amount in controversy (requests for injunctive relief or attorneys' fees shall not count toward the calculation of the amount in controversy unless such injunctive relief seeks the payment of money); (4) the party’s original signature; and (5) the party’s portion of the applicable filing fee. If the party seeking arbitration is represented by counsel, the demand for arbitration must also include counsel’s name, firm, telephone number, mailing address, email address, and original signature. If Customer is initiating arbitration, hard-copy service of the demand to Rime shall be made in accordance with JAMS’s rules and procedures to the following address: 911 Minna Street, San Francisco, CA, 94115and a copy of the same shall also be emailed to security@rime.ai. If Rime is initiating arbitration, it will serve a copy of the demand to the email address associated with Customer’s account.

      Exceptions. Notwithstanding the parties’ decision to resolve all disputes through arbitration, each party retains the right to (i) elect to have any claim resolved in small claims court on an individual basis for disputes and actions within the scope of such court’s jurisdiction; (ii) bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights); and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court.

      Jurisdiction and Venue. The Parties agree to submit to the personal jurisdiction of any federal or state court in San Francisco County, California, for all matters not submitted to arbitration, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator; and in connection with any such proceeding, further agree to accept service of process by U.S. mail and hereby waive any and all jurisdictional and venue defenses otherwise available. The arbitration shall be conducted in San Francisco County, California, or, if the parties agree, remotely by video or telephone conference.

      Arbitrator’s Decision. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum's rules, and the Agreement. Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under the substantive law governing the claims or if imposed by the arbitrator as a sanction for (i) any frivolous claims or submissions the arbitrator determines have not been filed in good faith; or (b) a party’s failure to comply with this Section.

      1. Export Control.

      You are responsible for compliance with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent and warrant that you are not located in a country or territory that is subject to economic sanctions or trade embargoes imposed by the U.S. Government, that you are not listed on identified on any U.S. Government list of sanctioned individuals, that you will comply fully with all relevant export laws and regulations of the United States and other international trade laws applicable to your use of the Services.

    18. General Provisions.

      Publicity. We may identify you as a User in our promotional materials. We will promptly stop doing so upon your request sent to help@rime.ai.

      Notices. Under this Agreement, notices to Customer must be sent to the email address associated with Customer’s Account, if any, and notices to Rime must be sent to security@rime.ai. Notices will be treated as received when the email is sent. Customer is responsible for keeping its email address current throughout the Term.

      Assignment. The Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior express written consent, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof will be null and void.

      Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.

      No Agency. The Agreement does not create any agency, partnership, or joint venture between the parties.

      No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Agreement.

      No Third-Party Beneficiaries. The Agreement does not confer any benefits on any third party unless it expressly states that it does.

      Survival. The provisions of the Agreement that should by their nature survive the termination of these Terms shall survive termination or expiration of the Agreement, including Sections 3, 4, 7, 8, 10, 13, 14, 15, 17 and 19.

      Entire Agreement/Severability. The Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into the Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in the Agreement. If any part of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.

      Contact. If you have any questions about these Terms, please contact us at help@rime.ai.