Terms of Service

1. Agreement and Parties

These Terms of Service (“Terms”) are a binding agreement between Temaat Ventures (“Rhythm,” “we,” “us,” or “our”) and the individual or entity agreeing to these Terms (“Customer,” “you,” or “your”) and govern Customer’s access to and use of the Rhythm software-as-a-service platform and any related websites, applications, APIs, documentation, and services we make available (collectively, the “Service”). Our Privacy Policy is incorporated by reference.

2. The Service

Rhythm provides a cloud-based agency management and operations platform designed for insurance agencies and similar organizations. Features and functionality may evolve over time, including the addition of new modules, integrations, and AI-powered capabilities. We may, in our sole discretion, add, modify, or remove features, provided that we will not materially degrade the core functionality Customer has paid for during an active paid term.

3. Eligibility and Account Registration

You must be at least 18 years old and able to form a binding contract to use the Service. When you create an account, you agree to (a) provide accurate, current, and complete information; (b) keep your account information up to date; (c) keep your credentials secure and confidential; (d) be solely responsible for all activity that occurs under your account; and (e) promptly notify us of any unauthorized access or security breach involving your account.

Customer is responsible for all use of the Service under its account, including by its employees, contractors, and any other authorized users (“Authorized Users”). Customer is responsible for ensuring that its Authorized Users comply with these Terms.

4. Subscriptions, Fees, and Payment

4.1 Subscriptions. Access to the Service is sold on a subscription basis. The features, term, fees, and any usage limits applicable to your subscription are set forth at the time of purchase or in an applicable order (each, an “Order”). Subscription terms may be monthly, annual, or as otherwise stated.

4.2 Fees. Customer agrees to pay all fees specified in the applicable Order. Unless otherwise stated, all fees are quoted and payable in U.S. dollars and are exclusive of all taxes, levies, and similar assessments, which are Customer’s responsibility (other than taxes based on our net income).

4.3 Payment Method. Customer authorizes us (or our third-party payment processor) to charge Customer’s designated payment method for all fees when due. Customer agrees to keep its payment information current. If a charge is declined or a payment is past due, we may suspend the Service until payment is received.

4.4 Auto-Renewal. Subscriptions automatically renew for successive periods of the same length at the then-current rates unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Customer authorizes us to charge the renewal fee using Customer’s payment method on file.

4.5 Price Changes. We may change pricing for future renewal terms by providing at least thirty (30) days’ notice before the start of the new term. Price changes will not affect fees already paid for the current term.

4.6 No Refunds. Except as expressly stated in these Terms or required by law, all fees are non-refundable, and no credits or refunds will be given for partial subscription periods, unused features, or early termination by Customer.

4.7 Late Payment. Past-due amounts will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Customer is responsible for our reasonable costs of collection, including attorneys’ fees.

4.8 Free Trials and Promotional Access. If we offer Customer a free trial or promotional access, the terms applicable to that offer will be specified at sign-up. Unless otherwise stated, trials automatically convert to a paid subscription at the end of the trial period unless Customer cancels before the trial ends. Trial features are provided “AS IS” and without warranties of any kind.

5. Customer Data and Ownership

5.1 Customer Data. “Customer Data” means all data, content, files, records, and other information that Customer or its Authorized Users submit to, generate within, or upload to the Service, including agency, producer, policy, commission, performance, and similar data. As between Customer and Rhythm, Customer retains all right, title, and interest in and to Customer Data.

5.2 License to Rhythm. Customer grants Rhythm a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, and otherwise use Customer Data solely as necessary to (a) provide, maintain, secure, and improve the Service; (b) perform our obligations and exercise our rights under these Terms; (c) comply with applicable law; and (d) generate Aggregated Data as defined below.

5.3 Aggregated Data. Rhythm may collect, generate, and use de-identified and aggregated data derived from Customer Data and usage of the Service (“Aggregated Data”) for any lawful business purpose, including benchmarking, analytics, research, product improvement, and marketing, provided that Aggregated Data does not identify Customer, any Authorized User, or any natural person. Aggregated Data is and remains the property of Rhythm.

5.4 Customer Representations Regarding Customer Data. Customer represents and warrants that (a) it has all rights, consents, and authority necessary to provide Customer Data to Rhythm and to grant the rights described in Section 5.2; (b) Customer Data and Rhythm’s use of it as authorized under these Terms will not violate any law, regulation, contract, or third-party right; (c) Customer Data does not contain malicious code, viruses, or other harmful components; and (d) Customer’s collection, use, and disclosure of any personal information contained in Customer Data complies with all applicable privacy, data protection, and insurance privacy laws.

5.5 Sensitive Data Restriction. Customer agrees not to submit to the Service any sensitive personal information that the Service is not designed or designated to receive, including without limitation Social Security numbers, full credit card numbers, financial account numbers, government identification numbers, protected health information governed by HIPAA, biometric identifiers, or data of children under 13, unless Rhythm has expressly agreed in writing that the Service is configured to handle such data.

5.6 Backups and Customer Responsibility. Customer is responsible for maintaining its own backups of Customer Data as it deems appropriate. While we use reasonable measures to preserve Customer Data, we are not a backup or archival service.

6. Confidentiality

6.1 Definition. “Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is identified as confidential or that, given the nature of the information and the circumstances of disclosure, reasonably should be understood to be confidential. Our Confidential Information includes the Service (including its user interface, workflows, methodologies, pricing, and non-public features). Customer’s Confidential Information includes Customer Data.

6.2 Obligations. Recipient will (a) use Discloser’s Confidential Information only as necessary to exercise its rights or perform its obligations under these Terms; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, but in no event less than reasonable care; and (c) limit access to Confidential Information to its personnel and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Section.

6.3 Exclusions. Confidential Information does not include information that (a) is or becomes publicly available through no fault of Recipient; (b) was rightfully known to Recipient before disclosure by Discloser; (c) was rightfully obtained by Recipient from a third party without restriction; or (d) was independently developed by Recipient without use of or reference to Discloser’s Confidential Information.

6.4 Compelled Disclosure. Recipient may disclose Confidential Information to the extent required by law or legal process, provided that Recipient gives Discloser prompt written notice (where legally permitted) and reasonably cooperates with Discloser’s efforts to seek a protective order or other appropriate remedy at Discloser’s expense.

7. Rhythm Intellectual Property and License Grant

7.1 Our Rights. The Service, including all software, code, designs, workflows, methodologies, algorithms, data models, user interfaces, documentation, trademarks, logos, and all other intellectual property associated with the Service (“Rhythm IP”), is owned by Rhythm or its licensors. Except for the limited rights expressly granted to Customer in these Terms, no rights in Rhythm IP are granted to Customer.

7.2 License to Customer. Subject to Customer’s compliance with these Terms and timely payment of fees, Rhythm grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the subscription term to access and use the Service solely for Customer’s internal business operations.

7.3 Feedback. If Customer provides Rhythm with any suggestions, comments, ideas, improvements, or other feedback relating to the Service (“Feedback”), Customer grants Rhythm a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and exploit such Feedback for any purpose without obligation to Customer.

8. Restrictions and Acceptable Use

Customer will not, and will not permit any Authorized User or third party to:

• copy, modify, distribute, sell, lease, sublicense, or create derivative works of the Service or any portion of it
• reverse engineer, decompile, disassemble, or attempt to derive the source code, structure, or underlying ideas of the Service, except to the extent expressly permitted by applicable law
• use the Service to build, train, or improve a competing product or service, or to copy or replicate any feature, function, methodology, workflow, or user interface element of the Service
• scrape, harvest, extract, or use automated means (including bots, crawlers, or scripts) to access the Service or extract Customer Data or other data from it, other than via the API as expressly permitted
• circumvent or attempt to circumvent any authentication, access control, rate limit, or other security feature of the Service
• use the Service to transmit malicious code, viruses, ransomware, or other harmful software
• use the Service in a manner that violates any law, regulation, or third-party right, or that infringes any intellectual property right
• impersonate any person or misrepresent affiliation with any person or entity
• remove, obscure, or alter any proprietary notice, trademark, or branding on the Service
• share account credentials except as expressly permitted within the Service’s user-management features
• exceed any usage limits, seat counts, or data thresholds set forth in the applicable Order without first purchasing additional capacity
• use the Service to send unsolicited communications in violation of applicable law (including the TCPA, CAN-SPAM, or state-equivalent laws)

9. API

If Rhythm makes an application programming interface available as part of the Service (“API”), Customer’s use of the API is subject to these Terms and to any API-specific documentation we publish. Customer is responsible for complying with any rate limits, authentication requirements, and security practices we specify.

We may change, deprecate, or remove API endpoints, fields, or functionality from time to time. We will use commercially reasonable efforts to provide at least sixty (60) days’ advance notice for any breaking changes to a generally available API, except where shorter notice is necessary for security, legal, or operational reasons.

The API is provided on an “AS IS” basis. We have no liability for any disruption, change, or termination of API access. Customer may not use the API in any manner that exceeds reasonable usage volumes or that we determine, in good faith, is abusive or interferes with the integrity or performance of the Service; in such cases, we may suspend or terminate API access on notice.

10. AI Features

10.1 AI Features. The Service may include features that use artificial intelligence, machine learning, large language models, or similar technologies (“AI Features”), including without limitation document parsing, data classification, summarization, recommendations, and natural-language interfaces.

10.2 Nature of AI Output. AI Features generate outputs based on probabilistic models and may produce results that are inaccurate, incomplete, biased, or otherwise inappropriate. AI outputs are not guaranteed to be correct, and Customer is solely responsible for reviewing, verifying, and approving any AI output before relying on it. Customer must not rely on AI Features as the sole basis for decisions that have legal, financial, compliance, employment, or other significant consequences without independent human review.

10.3 No Training on Customer Data. Rhythm does not use Customer Data to train any foundation model or general-purpose AI model operated by Rhythm or any third-party AI provider. Rhythm may use Customer Data to operate, fine-tune, or improve AI Features provided to Customer, or to generate Aggregated Data, in each case consistent with the license granted in Section 5.2.

10.4 Third-Party AI Providers. AI Features may be powered in whole or in part by third-party AI service providers. We will use commercially reasonable efforts to engage providers that contractually commit not to use Customer Data for their own model training.

10.5 Disclaimer. Rhythm disclaims all liability for Customer’s reliance on AI output. Customer’s use of AI Features is at its own risk.

11. Third-Party Services and Integrations

The Service may interoperate with or contain links to third-party products, services, or websites (“Third-Party Services”) — for example, commission statement sources, identity providers, communication tools, and analytics tools. Third-Party Services are provided by their respective owners under their own terms and privacy policies. We do not control Third-Party Services and are not responsible for their availability, performance, content, or practices. Customer’s use of any Third-Party Service is solely between Customer and the third party.

Customer is solely responsible for complying with any requirements imposed by third parties relevant to Customer’s business, including insurance carriers, regulators, and industry organizations. No content or feature within the Service constitutes the approval or endorsement of any third party.

12. Suspension

We may suspend Customer’s access to the Service, in whole or in part, if we reasonably believe that (a) Customer’s use of the Service poses a security risk, violates law, or violates these Terms; (b) Customer’s payment is past due; or (c) suspension is necessary to comply with a legal obligation or to protect the Service or its users. We will use commercially reasonable efforts to provide advance notice where practicable. Suspension does not relieve Customer of its payment obligations.

13. Term and Termination

13.1 Term. These Terms remain in effect for the duration of any active subscription and any free or trial use of the Service.

13.2 Termination for Convenience by Customer. Customer may terminate its subscription by following the cancellation process in the Service or by providing written notice. Termination is effective at the end of the then-current paid term unless otherwise specified.

13.3 Termination for Material Breach. Either party may terminate these Terms if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days of receiving written notice describing the breach in reasonable detail. We may terminate immediately for breaches that, in our reasonable judgment, are not capable of cure, are willful, or pose imminent risk to the Service or its users.

13.4 Effect of Termination. Upon termination or expiration: (a) Customer’s right to access and use the Service ceases; (b) Customer’s obligation to pay any unpaid fees through the end of the then-current term remains in effect; and (c) for a period of thirty (30) days following termination, Customer may request export of Customer Data using the Service’s export tools, after which we may delete Customer Data from our active systems, subject to retention in backups consistent with our standard backup-retention practices.

13.5 Survival. Sections that by their nature should survive termination will survive, including Sections 5 (to the extent of accrued rights), 6, 7, 8, 14, 15, 16, 17, and 19.

14. Disclaimers

15. Limitation of Liability

16. Indemnification

16.1 By Customer. Customer will defend, indemnify, and hold harmless Rhythm and its officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) Customer Data, including any claim that Customer Data, or our authorized use of it, infringes, violates, or misappropriates any third-party right; (b) Customer’s or any Authorized User’s use of the Service; (c) Customer’s breach of these Terms; or (d) Customer’s violation of any law or regulation.

16.2 By Rhythm. Rhythm will defend Customer from and against any third-party claim alleging that the Service, as provided by Rhythm and used in accordance with these Terms, infringes such third party’s U.S. patent, U.S. copyright, or trademark, and will indemnify Customer for damages finally awarded against Customer (or amounts paid in settlement approved by Rhythm) attributable to such claim. Rhythm has no obligation under this Section to the extent the claim arises from (i) Customer Data; (ii) modifications to the Service not made by Rhythm; (iii) Customer’s use of the Service in combination with any product, service, or data not provided by Rhythm; or (iv) Customer’s use of the Service in violation of these Terms.

16.3 Procedure. The indemnified party will promptly notify the indemnifying party of any claim, allow the indemnifying party to control the defense and settlement (provided that no settlement may be made that imposes any obligation or admission on the indemnified party without its prior written consent), and reasonably cooperate at the indemnifying party’s expense.

16.4 Exclusive Remedy. This Section 16 states the indemnifying party’s sole liability and the indemnified party’s exclusive remedy for the claims described.

17. Governing Law, Venue, and Dispute Resolution

17.1 Governing Law. These Terms are governed by the laws of the State of Kansas, without regard to its conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

17.2 Venue. Any dispute arising out of or relating to these Terms or the Service will be brought exclusively in the state or federal courts located in Kansas, and each party consents to the personal jurisdiction and venue of those courts.

17.3 One-Year Limitation. Any claim or cause of action arising out of or relating to these Terms or the Service must be filed within one (1) year after such claim or cause of action arose, or it will be permanently barred.

17.4 Class Action and Jury Trial Waiver. Each party agrees to bring any dispute on an individual basis only, and not as a plaintiff or class member in any purported class, collective, or representative action. To the fullest extent permitted by law, each party waives any right to trial by jury.

17.5 Equitable Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or other proprietary rights.

18. Changes to These Terms

We may update these Terms from time to time. If a change is material, we will provide notice — for example, by email to the account owner or through an in-product notification — at least thirty (30) days before the change takes effect. Non-material changes are effective when posted. Customer’s continued use of the Service after a change takes effect constitutes acceptance of the updated Terms. If Customer does not agree to the updated Terms, Customer must stop using the Service and may terminate its subscription in accordance with Section 13.

19. Miscellaneous

19.1 Entire Agreement. These Terms, together with the Privacy Policy and any Orders, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements on the subject.

19.2 Order of Precedence. In the event of a conflict between these Terms and an Order signed by both parties, the Order controls for the conflicting subject matter, but only with respect to that Order.

19.3 No Conflicting Terms. Any additional or conflicting terms contained in a Customer purchase order or similar document are rejected and have no effect.

19.4 Assignment. Customer may not assign or transfer these Terms or any rights under them without our prior written consent; any attempted assignment in violation of this Section is void. We may assign these Terms in connection with a merger, acquisition, financing, reorganization, or sale of substantially all of our assets.

19.5 Force Majeure. Neither party will be liable for any failure or delay in performance (other than the obligation to pay fees) caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, severe weather, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, internet or telecommunications failures, power outages, governmental actions, or disruptions affecting third-party service providers.

19.6 Severability. If any provision is found unenforceable, the remaining provisions will remain in full effect, and the unenforceable provision will be modified to the minimum extent necessary to be enforceable while preserving the original intent of the parties.

19.7 No Waiver. Failure to enforce any provision is not a waiver of the right to enforce it later.

19.8 Independent Contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, fiduciary, or employment relationship.

19.9 No Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms.

19.10 Notices. Notices to Rhythm must be sent to the address or email designated in our Privacy Policy or on the Service. Notices to Customer may be sent to the email or address on Customer’s account. Notices are effective upon receipt.

19.11 Use of Customer’s Name and Logo. Customer grants Rhythm the right to identify Customer as a Rhythm customer and to use Customer’s name and logo in marketing materials and on our website, subject to Customer’s reasonable trademark guidelines. Customer may revoke this right by written notice, in which case Rhythm will promptly cease such use on a going-forward basis.

19.12 Export Compliance. The Service is controlled and operated from the United States. Customer agrees to comply with all U.S. export and re-export laws, including the Export Administration Regulations, OFAC sanctions, and ITAR, in its use of the Service.

19.13 Headings. Section headings are for convenience only and do not affect interpretation.

20. Contact Us

Questions about these Terms should be sent to Temaat Ventures using the contact information provided on the Service.