Terms of Use

The team at Algorhythm IO, Inc. (“Algorhythm”) are delighted that you (the “Customer” or “you”) have decided to use one or more of our Impact Learning (iLearning) System products and services (“Service”).

These Terms of Use contain the terms under which Algorhythm provides our Service to you. You indicate your agreement to these Terms of Use [by clicking on the button below indicating your acceptance / using the Service.].* If you do not agree to all of the terms and conditions, Algorhythm cannot grant you access to or use of the Service. In such event, do not click the acceptance button or access or use the Service.

If you are using the Service on behalf of an organization, you agree to these Terms of Use on behalf of that organization and you represent that you have the authority to do so. In such case, the terms “Customer”, “your, and “your” will refer to that organization.

1.     Definitions.

Customer Data” means all data and information that Customer, or any of Customer’s Users, inputs into the Service.

Term” means the time period in which your Subscription remains active (whether by time or by purchased uses, as applicable) or the earlier termination of the Subscription in accordance with these Terms of Use.

Subscription” means the agreement by a Customer to utilize the Service in accordance with these Terms of Use. Subscriptions may currently be purchased on a single use, multiple use, or unlimited annual use basis as selected in the registration process or in any subsequent purchase through our Site for the applicable fee(s) indicated during such process.

Users” mean Customer’s employees, consultants, contractors, agents or program participants or beneficiaries who are authorized to use the Service in accordance with these Terms of Use.

2.     Service.

2.1     Provision of Service; Beta Testing. Algorhythm makes the Service available to Customer pursuant to these Terms of Use. During the Term, Algorhythm grants Customer and its Users a worldwide, non-exclusive, non-transferable, non-sub licensable right to access and use the Service, all subject to and in accordance with these Terms of Use. The Service will be hosted on one or more servers either owned or licensed by Algorhythm and will be accessible by Customer over the Internet. The Service is currently in beta testing (“Beta”), and during Beta certain of the features of the Service will not be available. These unavailable features may appear “greyed out” or otherwise indicated as “coming soon.” We will notify you when we have completed our Beta and of the availability of these features.

2.2     Customer Responsibilities.

(a)     Access. Customer is responsible for preventing unauthorized access to the Service. In the event of any unauthorized access, Customer will notify Algorhythm promptly (and in any event within 48 hours) of any such unauthorized use. Customer is responsible for all hardware, Internet service and other items necessary for the access and use of the Service.

(b)     Compliance with Law. Customer will comply with all applicable laws in using the Service, including all legal requirements in collecting data from individuals.

(c)    Customer Data. Customer is solely responsibility for all aspects of the Customer Data, including but not limited to the accuracy, quality, integrity, legality, reliability, and appropriateness of such data.

(d)     Industry Specific Requirements. Customer will not subject Algorhythm to any requirements under industry specific regulations regarding Customer Data, such as by including any “protected health information” (as such term is defined in HIPAA and its associated regulations) without the prior written approval of Algorhythm.

(e)     Cooperation. Customer will provide access and/or support to Algorhythm personnel for purposes of administering and configuring the Service and troubleshooting any problems relating to the Service as is necessary for the Service to function properly.

(f)     Copies. The Service is protected by U.S. and international copyright and trade secret laws and treaties. Customer may print and make copies of the materials regarding the Service, including the questionnaires and the results of them for any use not prohibited by applicable law. All such copies must include all of Algorhythm’s proprietary notices contained in the originals without alteration of any kind.

(g)     Reverse Engineer. Customer may not, nor cause or permit any of its Users or any third party to, modify, reverse engineer, or create derivative works based on the Service.

(h)     Misuse. Customer may not misuse our Service by, among other things, interfering with its normal operation, attempting to access the Service by using a method other than through the interfaces and instructions that we provide, circumventing or attempting to circumvent any limitations that we impose on your account, or transmitting any viruses, malware or other types of malicious software through the Service.

2.3     Ownership of the Service. Algorhythm does not sell the Service to, but only grants Customer a license to use the Service according to these Terms of Use. Algorhythm and its licensors retain ownership in the Service and all intellectual property rights in the Service, including without limitation any and all patents, copyrights, trade secrets, trademarks and any other proprietary and other rights. All rights not specifically granted under these Terms of Use are reserved by Algorhythm and its licensors.

2.4     Customer Data; Feedback. Customer retains ownership of all of its intellectual property rights in the Customer Data. Algorhythm does not claim ownership over any Customer Data. Customer grants Algorhythm a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise use your Customer Data, but only for the limited purposes of providing and improving the Service to you and in aggregate or de-identified form only to other Customers, for research for the field and as otherwise permitted by our Privacy Policy. As further explained in our Privacy Policy, unless required by applicable law, we will not disclose to any third party any personally identifiable information contained in Customer Data without explicit permission from the Customer. This license for such limited purposes continues even after you stop using our Service. This license also extends to any trusted third parties we work with to the extent necessary to provide the Service to you. If you provide us with feedback about the Service, we may use your feedback without any obligation to you.

3.     Privacy and Security.

     3.1     Privacy. Algorhythm’s Privacy Policy explains how Algorhythm treats your Customer Data. Customer agrees that Algorhythm may use and share Customer Data only in accordance with these Terms of Use and our Privacy Policy.

     3.2     Security. Algorhythm will store and process Customer Data in a manner consistent with industry security standards. Algorhythm has implemented technical, organizational, and administrative systems, policies, and procedures to help ensure the security, integrity, and confidentiality of Customer Data and to mitigate the risk of unauthorized access to or use of Customer Data.

4.     Fees & Price Changes.

     4.1     Fees; Taxes. Customer will pay any fees applicable to the Service included in its Subscription at the time(s) specified during the purchase checkout process. If you have purchased an annual Subscription, it will automatically renew at the end of then-current billing cycle, but you have the option of disabling auto-renewal by de-selecting auto-renewal in your account. Except as otherwise provided, all fees are quoted and to be paid in U.S. Dollars, and are non-refundable except as may be otherwise required by these Terms of Use. Unless otherwise stated, Algorhythm’s fees do not include and Customer is responsible for any local, state, federal or foreign taxes, levies or duties of any nature legally imposed upon or measured by the Service, including but not limited to, sales, use, and value added taxes (“Taxes”), excluding only Taxes based on Algorhythm’s income.

     4.2     Price Changes. Algorhythm may change the fees charged for the Service at any time, provided that if you have purchased an annual Subscription, the change will become effective only at the end of the then-current billing cycle of your Subscription. Algorhythm will provide you with 30 days prior written notice of any change in fees to give you an opportunity to cancel your annual Subscription before the change becomes effective.