Early Access Program Terms

Welcome, and thank you for your interest in VTVK, Inc. (“VTVK,” “we,” “our,” or “us”) and the early access program for our product RhythmsAI. By accessing or using the service provided or otherwise made available by VTVK, INC. D/B/A RHYTHMS ("RHYTHMS"), you ("Customer" or "you") agree that you have read and understood, and, as a condition to your access to or use of the service, you agree to be bound by, the following terms and conditions, including the company's privacy policy (available at https://www.getrhythms.ai/privacy-policy) (Together, This 'Agreement'). If Customer does not agree to the terms and conditions set forth herein, then Customer does not have RHYTHMS' permission to access or use the service.  Customer's use of the service and RHYTHMS making available the service to Customer constitutes an Agreement by RHYTHMS and by Customer to be bound by this Agreement. If Customer is an entity, organization, or company, then: (a) the individual accepting this Agreement on Customer’s behalf represents and warrants that they have authority to bind Customer to this Agreement; (b) Customer agrees to be bound by this Agreement; and (c) the terms "Customer" and “you” shall refer to such entity.

‍PLEASE READ THE FOLLOWING TERMS CAREFULLY.

‍1. Early Access. Rhythms provides an AI-powered enterprise productivity solution that examines customer tools and workflows (e.g., Slack and Google) and provides insights, analysis, and recommendations regarding user and enterprise productivity (“Solution”). Subject to your compliance with this Agreement, Rhythms grants you a non-exclusive, worldwide, non-transferable, non-sublicensable license: (a) to access and use the Solution and related documentation; and (b) to install, use, display, and otherwise operate on computer systems you control any downloadable code made available by Rhythms in connection with the Solution (including extensions or similar code) (the Solution and other products and materials described in (a) and (b), collectively, the “Service”). In order to use the Service, Customer must be a licensed user of Slack. Prior to making the Service available to Customer, Rhythms will work with Customer to configure the Service for Customer’s enterprise. Customer agrees to make reasonable efforts to cooperate with Rhythms as necessary to configure the Service for Customer’s enterprise. The licenses in this Section 1 are granted solely during the Term and solely for Customer’s: (a) internal testing and evaluation of the Service; and (b) providing Feedback to the Rhythms (as such terms are defined below). Customer will provide, at its own expense, all equipment and third-party products and/or services necessary for its access to or use of the Service. Customer’s access to and use of the Service is limited solely to access and use by Customer’s employees and agents who are expressly authorized by Customer to use the Service (“Authorized Users”). Customer is responsible for all actions of its Authorized Users in connection with the Service and their compliance with this Agreement. Customer must use the Service in compliance with all applicable laws and regulations and related documentation. Customer shall comply with all instructions, requirements, and documentation, and all other acceptable use guidelines (including access and usage protocols and limitations) that Rhythms may make available from time to time.

‍2. Restrictions. Customer shall not: (a) modify, disassemble, create derivative works of, translate, decompile, reverse engineer, rent, lease, loan, transfer, or copy any portion of the Service; (b) input, upload, transmit, or otherwise provide to or through the Service any information or materials (including Customer Data) that are unlawful or injurious, or contain, transmit, or activate any virus, worm, trojan horse, malware, or other malicious computer code; (c) circumvent, disable, or otherwise interfere with the Service’s operation, security, or other technical features or measures of the Service; (d) use the Service to develop a similar or competing product or service; (e) perform or conduct any benchmarking or similar activities (including publishing benchmarks or performance information about the Service); (f) transmit or upload any viruses, trojan horses, backdoors, malware, or any other forms of harmful or malicious materials to or through the Service; or (g) permit any third party to do any of the foregoing.

‍3. Customer Data. Customer hereby grants to Rhythms a royalty-free, fully paid up, non-exclusive, and worldwide license (with the right to sublicense to Third-Party Products and LLMs, as defined below), to use, copy, store, transmit, transfer, modify, create derivative works of, and otherwise process (“Process”) Customer Data (as defined below) for the purposes of: (a) providing, operating, supporting, and monitoring the Service during the Term, and (b) improving and enhancing the Service. In order to operate the Service, Rhythms extracts information from Third-Party Products (as defined below) that interoperate with the Service and analyzes Customer Data from such Third-Party Products using language learning models provided by third parties (“LLMs”). By using the Service, you hereby grant a license to Rhythms to transfer, transmit, distribute, or otherwise make available Customer Data to such LLMs and, as applicable, the providers of such LLMs. Customer owns and retains all right, title, and interest, including all related intellectual property and proprietary rights, in and to Customer Data. “Customer Data” means any data, content, or information that is uploaded, transmitted, submitted, provided, or made available by Customer to Rhythms via the Service. Customer is solely responsible for providing, inputting, or importing into the Service Customer Data that is required for the Service to perform. Customer is responsible for its Customer Data, including its content and accuracy, and will comply with applicable laws when using the Services, including but not limited to laws applicable to the Processing of Customer Data. Customer represents, warrants, and covenants that it has made and all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Rhythms to Process Customer Data in accordance with this Agreement.

‍4. Third-Party Products. For purposes of this Agreement, “Third-Party Products” means certain third-party applications, systems, software, products, or services (e.g., Slack and Google), including LLMs, that interoperate with the Service. If Customer elects to enable, access, or use such Third-Party Products, its access and use of such Third-Party Products is governed solely by the terms and conditions and privacy policies of the provider of such Third-Party Products, and Rhythms does not endorse, is not responsible or liable for, and makes no representations or warranties as to any aspect of such Third-Party Products, including their content, the manner in which they handle Customer’s data (including Customer Data) or any interaction between Customer and the provider of such Third-Party Products. Rhythms does not control and has no liability for Third-Party Products that Customer elects to integrate or enable for use with the Service, including their security, functionality, operation, availability, or interoperability with the Service or how the Third-Party Products or their providers use Customer Data. By enabling a Third-Party Products to interact with the Service, Customer authorizes Rhythms to access and exchange Customer Data with such Third-Party Products on Customer’s behalf.

‍5. Feedback. In exchange for permitting Customer to access and use the Service in advance of its commercial release, Customer agrees to reasonably respond to surveys, questionnaires, and other inquiries Rhythms may make from time to time. Customer agrees to provide Rhythms with recommendations, suggestions, or other feedback relating to the Service or any other Rhythms products or services (“Feedback”), Customer grants Rhythms an perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to freely use, disclose, reproduce, license, distribute, and otherwise exploit the Feedback in any manner and for any purpose, including to improve the Service and to commercialize the Feedback in any Rhythms product, technology, service, specification, or other documentation. Rhythms will have no obligation to provide Customer with attribution or compensation for any Feedback provided to Rhythms

‍6. Ownership. As between the parties, Rhythms owns all right, title, and interest, including all intellectual property rights, in and to the Service, including any improvements, modifications, and enhancements to them. Except for those rights expressly granted in this Agreement, no other rights to the Service are granted, either express or implied, to Customer

‍7. Confidentiality. Customer will maintain the confidentiality of and not disclose to any third party: (a) the terms of this Agreement; (b) all non-public information disclosed or otherwise made available by Rhythms to Customer under this Agreement or through the Service; and (c) any Feedback, performance data, and all other information obtained through Customer’s access to or use of the Service. Please read Rhythms’ Privacy Policy (https://www.getrhythms.ai/privacy-policy) carefully for information relating to Rhythms’ collection, use, storage, and disclosure of Customer Data and any personally identifiable information provided or otherwise made available to Rhythms by or on behalf of Customer.

8. No Warranty. THE SERVICE IS PROVIDED “AS IS” “WITH ALL FAULTS”. RHYTHMS DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT ERROR OR INTERRUPTION OR THAT ANY INFORMATION PROVIDED THROUGH THE SERVICE WILL BE ACCURATE OR COMPLETE. RHYTHMS SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE, QUALITY, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM THE SERVICE OR FROM RHYTHMS OR ANY MATERIALS OR CONTENT AVAILABLE BY RHYTHMS OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING RHYTHMS OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. RHYTHMS IS NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM ACCESS TO OR USE OF THE SERVICE. CUSTOMER UNDERSTANDS AND AGREES THAT USE OF ANY PORTION OF THE SERVICE IS AT CUSTOMER’S OWN DISCRETION AND RISK, AND THAT RHYTHMS IS NOT RESPONSIBLE FOR ANY DAMAGE TO PROPERTY (INCLUDING CUSTOMER’S COMPUTER SYSTEM OR DEVICES USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING CUSTOMER DATA. RHYTHMS DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE AVAILABLE FOR ACCESS OR USE BY CUSTOMER AT ANY GIVEN TIME

9. Limitation of Liability. THE TOTAL LIABILITY OF RHYTHMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY CUSTOMER TO RHYTHMS PURSUANT TO THIS AGREEMENT; AND (B) $100. IN NO EVENT WILL RHYTHMS HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.

10. Fees. The Service is currently made available to Customer free of charge. Rhythms reserves the right to determine pricing for the Service and to charge fees for the Service (or any component, feature, or functionality thereof, including for internal evaluation purposes) on a going forward basis. Rhythms will provide Customer advance written notice of any such fees before they go into effect or become chargeable. Prior to any payment of fees, Customer will have an opportunity to review and accept any fees that will be charged to Customer. All fees are non-refundable.

11. Term. This Agreement continues until final release versions of the Service are made commercially available, unless earlier terminated pursuant to this Section 11 (the “Term”). If Customer is using the Service when Rhythms makes the Service commercially available, the parties will engage in discussions to negotiate a commercial license for the Service in good faith. Either party may terminate this Agreement for any reason with 30 days prior written notice to the other party. Rhythms may terminate this Agreement upon 10 days written notice to Customer of a material breach, if such breach remains uncured at the expiration of such period. Upon termination or expiration of this Agreement: (a) Customer will discontinue all use of the Service; and (b) the right to the access the Service granted in Section 1 will immediately terminate. Sections 5, 6, 7, 8, 9, 11, and 12 will survive termination or expiration of this Agreement.

12. Miscellaneous. Subscriber may send any support inquires or other questions about the Service to Rhythms’ Slack channel.  This Agreement will bind and inure to the benefit of the parties and their successors and assigns. Neither party will be responsible for any delay or failure to perform its obligations under this Agreement due to an act of God, war, riot, pandemic, epidemic or other disease outbreak or other similar circumstance beyond a party’s reasonable control. Customer will not assign this Agreement, directly or indirectly, by operation of law or otherwise, without the prior written consent of Rhythms. This Agreement will be governed by the laws of the state of Washington, without reference to conflict of laws principles that would result in the application of the laws of another jurisdiction. This document contains the entire agreement between the parties with respect to the subject matter of this Agreement and may not be amended, nor any obligation waived, except by a writing signed by both parties. Any failure to enforce any provision of this Agreement will not constitute a waiver of that provision or of any other provision. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each of which is deemed to be an original, but all of which constitute the same agreement.