Effective Date: June 1, 2026
IMPORTANT — PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ACCESSING OR USING THE SERVICES OR EXECUTING AN ORDER FORM.
THESE TERMS OF SERVICE (THESE "TERMS") CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU ("CUSTOMER," "YOU," OR "YOUR") AND TEMPO, AN INDIANA CORPORATION WITH ITS PRINCIPAL PLACE OF BUSINESS AT 1220 WATERWAY BLVD, INDIANAPOLIS, IN 46202 ("TEMPO," "WE," "US," OR "OUR").
THESE TERMS TAKE EFFECT WHEN YOU (A) CLICK THE "I ACCEPT" (OR SIMILAR) BUTTON, (B) ACCESS OR USE THE SERVICES, OR (C) EXECUTE AN ORDER FORM THAT REFERENCES THESE TERMS (THE "EFFECTIVE DATE").
BY CLICKING "I ACCEPT," ACCESSING OR USING THE SERVICES, OR EXECUTING AN ORDER FORM, YOU (I) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (II) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE TERMS AND, IF ENTERING INTO THESE TERMS ON BEHALF OF AN ENTITY, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY; AND (III) AGREE TO BE LEGALLY BOUND BY THESE TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK "I ACCEPT," DO NOT EXECUTE AN ORDER FORM, AND DO NOT ACCESS OR USE THE SERVICES.
Certain provisions of these Terms apply only where Customer has executed an applicable Order Form, as expressly stated herein.
Capitalized terms used in these Terms will have the meanings set forth in Section 1 or assigned elsewhere in these Terms.
This Section 2 applies only to Customers that have executed an applicable Order Form.
The Services are provided pursuant to Order Forms executed by both parties. Each Order Form shall specify, at a minimum, the Services to be provided, the Subscription Term, the number of Authorized Users, the applicable fees, and any other terms specific to that order. Each Order Form is incorporated into and governed by these Terms.
In the event of a conflict between these Terms and an Order Form, the Order Form shall control solely with respect to the subject matter of such Order Form, unless the Order Form expressly states otherwise. In the event of a conflict between these Terms and any other document, these Terms shall prevail.
Customer's Affiliates may enter into Order Forms under these Terms by executing an Order Form that references these Terms. Each such Affiliate shall be bound by the terms and conditions herein as if it were the Customer. Customer shall remain responsible for the acts and omissions of its Affiliates.
Subject to Customer's compliance with these Terms and, where applicable, payment of all applicable fees, Tempo grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the applicable Subscription Term, solely for Customer's internal business purposes, in accordance with the Documentation, and where applicable, the terms of the applicable Order Form.
Customer may permit its Authorized Users to access and use the Services, provided that Customer shall be responsible for all acts and omissions of its Authorized Users in connection with the Services. Where Customer has executed an Order Form, the number of Authorized Users shall not exceed the number specified therein, unless additional Authorized Users are added pursuant to a new or amended Order Form.
To use the Services, Customer must authorize the Services to access one or more Connected Systems via OAuth, API credentials, or other authorized integration methods as directed by Tempo. Customer is solely responsible for: (a) maintaining valid credentials and permissions for each Connected System; (b) ensuring that Customer has all necessary rights and authorizations to grant the Services access to data within the Connected Systems; and (c) compliance with the terms of service of and payment for each Connected System. Customer acknowledges that the functionality and accuracy of the Services depend on the availability, accuracy, and completeness of data provided by the Connected Systems. Customer acknowledges that the Services rely on third-party service providers, including cloud infrastructure providers and generative AI foundation model providers, to deliver certain features and functionalities. Customer authorizes Tempo to process Customer Data using such providers to the extent necessary to provide the Services. Tempo shall not be liable for any acts or omissions of such third-party providers.
Customer shall not, and shall not permit any Authorized User or third party to:
Tempo reserves all rights not expressly granted to Customer in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to Tempo's Intellectual Property Rights or the Services.
Tempo may modify the Services at any time, including by adding or removing features, functions, or limits (collectively, "Modifications"). Tempo will use commercially reasonable efforts to notify Customer of any Modification that will materially affect Customer's use of the Services. If any Modification materially degrades the overall functionality of the Services, then Customer shall provide Tempo with notice thereof within 30 days of the effective date of any such modification, which notice will include a detailed description of any material degradation of the overall functionality of the Services caused by such Modification. Following receipt of such notice from Customer, Tempo shall use commercially reasonable efforts to provide Customer with substantially similar functionality through the Services as was available prior to the effective date of such Modification. If Tempo is unable to provide Customer with substantially similar functionality within 90 days of its receipt of such notice from Customer, upon expiration of such 90-day period, Customer may, as its sole and exclusive remedy, cease using the Services and terminate these Terms, which termination will be effective 30 days after Customer's notice thereof to Tempo.
Notwithstanding anything to the contrary in these Terms, Tempo may suspend Customer's or any Authorized User's access to any portion or all of the Services if: (a) Customer breaches any material term of these Terms, including failure to pay fees when due; (b) Tempo reasonably determines that Customer's use of the Services poses a security risk to Tempo or any third party; (c) a Connected System provider suspends or terminates Tempo's access to such Connected System; or (d) Tempo is required to do so by applicable law or regulatory authority. Tempo shall use commercially reasonable efforts to provide advance notice of any suspension and to restore access promptly once the issue giving rise to the suspension has been resolved.
IMPORTANT: PLEASE READ THIS SECTION CAREFULLY. IT CONTAINS CRITICAL DISCLAIMERS REGARDING THE AI-POWERED FEATURES OF THE SERVICES AND MANDATORY DATA PROCESSING PROVISIONS.
The Services utilize artificial intelligence, machine learning algorithms, and natural language processing to analyze Customer Data ingested from Connected Systems (including messages, emails, documents, meeting content, and task data) to generate AI Outputs, including auto-drafted operating briefs, commitment summaries, risk flags, and status updates. Customer acknowledges and agrees that:
TEMPO MAKES NO REPRESENTATION OR WARRANTY THAT THE USE OF THE SERVICES OR ANY AI OUTPUT WILL RESULT IN ANY PARTICULAR BUSINESS OUTCOME, INCLUDING IMPROVED OPERATIONAL EFFICIENCY, REDUCED REPORTING TIME, RISK AVOIDANCE, OR ENHANCED DECISION-MAKING. THE EFFECTIVENESS OF THE SERVICES AND AI OUTPUTS DEPENDS ON NUMEROUS FACTORS BEYOND TEMPO'S CONTROL, INCLUDING THE QUALITY AND COMPLETENESS OF CUSTOMER DATA, THE AVAILABILITY AND ACCURACY OF CONNECTED SYSTEMS, CUSTOMER'S IMPLEMENTATION AND USE OF THE SERVICES, AND OTHER EXTERNAL VARIABLES.
Nothing in these Terms or in the provision of the Services (including any AI Outputs) shall be construed as creating a fiduciary, advisory, or professional-client relationship between Tempo and Customer. Tempo is a technology provider, not a management consultant or professional services firm. Customer retains full control over, and sole responsibility for, all decisions regarding its business operations, strategy, and personnel.
Customer acknowledges that artificial intelligence and machine learning technologies are rapidly evolving and inherently imperfect. AI models may reflect biases present in underlying data, may not account for all relevant variables, and may produce different results over time as models are updated or retrained. Tempo reserves the right to modify, update, retrain, or replace its AI models and algorithms at any time without prior notice, provided that such changes do not materially diminish the core functionality of the Services during an active Subscription Term.
The Services rely on automated, AI-driven processing of Service Interaction Data. Tempo collects, retains, and uses Service Interaction Data for Prompt Configuration, which includes identifying missed items, incomplete outputs, or suboptimal responses and improving how the Services respond to similar inputs over time. This may include adjustments to the instructions, prompts, and workflow logic used to operate the Services.
Prompt Configuration is distinct from model training and does not train, retrain, or otherwise modify the underlying artificial intelligence or machine learning models used to provide the Services. Service Interaction Data used for Prompt Configuration is used solely to improve the performance and outputs of the Services in connection with Customer's use of the Services, and is not used to build or train any general-purpose artificial intelligence model or any model used outside the scope of providing the Services.
THE COLLECTION, RETENTION, AND USE OF SERVICE INTERACTION DATA IS ESSENTIAL TO THE OPERATION OF THE SERVICES. THE SERVICES CANNOT FUNCTION WITHOUT THIS PROCESSING. CUSTOMER ACKNOWLEDGES AND AGREES THAT THERE IS NO ABILITY TO OPT OUT OF THE COLLECTION, RETENTION, OR USE OF SERVICE INTERACTION DATA FOR PROMPT CONFIGURATION WHILE USING THE SERVICES.
By accessing or using the Services, Customer consents, and shall cause each of its Authorized Users to consent, to the collection, retention, and use of Service Interaction Data as described in this Section 5 and in the Privacy Policy. If Customer or any Authorized User does not consent to this processing, Customer must immediately cease, and must cause such Authorized User to immediately cease, all use of the Services.
For the avoidance of doubt: (a) Customer may not condition its use of the Services upon the exclusion, limitation, or modification of the data processing described in this Section 5.6; (b) no Order Form, side letter, or other agreement shall be construed to limit or override the rights granted to Tempo under this Section 5.6 unless such agreement is signed by an authorized officer of Tempo and expressly references this Section 5.6; and (c) the obligations and consents set forth in this Section 5.6 shall survive termination or expiration of these Terms solely with respect to Service Interaction Data collected during the Subscription Term.
Customer shall implement appropriate internal review processes to evaluate AI Outputs before acting upon or distributing them. Customer shall not rely solely on AI Outputs for any decision that could have a material impact on Customer's business, finances, personnel, or legal obligations. The owner-approval workflow within the Services does not relieve Customer of its independent obligation to verify the accuracy and completeness of AI Outputs. Customer assumes all risk associated with its use of, and reliance upon, AI Outputs.
If Customer provides Tempo with any feedback, suggestions, or recommendations regarding the Services or AI Outputs ("Feedback"), Customer hereby assigns to Tempo all right, title, and interest in and to such Feedback. Tempo may use, reproduce, modify, and incorporate such Feedback into the Services or other products without obligation or compensation to Customer.
Customer shall use the Services in compliance with all applicable federal, state, and local laws, rules, and regulations, including those relating to data privacy, employment, and electronic communications. Customer is solely responsible for verifying that its use of the Services complies with applicable law.
Customer is responsible for the accuracy, quality, integrity, and legality of all Customer Data provided to the Services, including data made available through Connected Systems. Customer acknowledges that the quality of AI Outputs is directly dependent upon the quality and completeness of Customer Data.
Customer shall safeguard all account credentials and shall not share such credentials with unauthorized parties. Customer shall promptly notify Tempo of any unauthorized use of Customer's account or any other breach of security.
Customer shall maintain valid authorizations for all Connected Systems and shall promptly notify Tempo if any authorization is revoked or expires. Customer acknowledges that disconnection of a Connected System may limit the functionality of the Services.
Customer shall provide Tempo with such cooperation and assistance as Tempo may reasonably request in connection with the provision of the Services, including timely provision of access, information, and approvals.
Customer shall not submit, upload, or make accessible to the Services any data that includes protected health information (as defined under HIPAA), payment card data subject to PCI DSS, or any data that Customer is prohibited by law or contract from disclosing to third parties, unless Customer has entered into a separate written agreement with Tempo specifically authorizing such processing.
As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer hereby grants Tempo a non-exclusive, worldwide, royalty-free license to access, collect, use, process, store, and analyze Customer Data solely for the purposes of: (a) providing and improving the Services; (b) generating AI Outputs for Customer; (c) building and maintaining Operational Memory; and (d) creating Aggregated Statistics.
Tempo may compile Aggregated Statistics based on Customer Data and use of the Services. Customer acknowledges and agrees that Tempo shall own all right, title, and interest in and to the Aggregated Statistics, and Tempo may use the Aggregated Statistics for any lawful business purpose, including to analyze, improve, and market the Services, provided that Aggregated Statistics do not identify Customer or any individual.
Customer acknowledges that through the normal operation of the Services, Tempo builds Operational Memory from Customer Data and Service Interaction Data. Operational Memory is a proprietary component of the Services. As between the parties, the structure, algorithms, and methodologies underlying Operational Memory are owned by Tempo; however, the underlying Customer Data from which Operational Memory is derived remains the property of Customer pursuant to Section 7.1.
Tempo shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data from unauthorized access, use, or disclosure. Tempo shall promptly notify Customer of any confirmed security breach affecting Customer Data. Tempo shall respect source-system permissions and apply the principle of least privilege when accessing Connected Systems.
Upon termination or expiration of these Terms, Tempo shall, within thirty (30) days following Customer's written request, delete or return all Customer Data in Tempo's possession, except as required to be retained by applicable law, as contained in Aggregated Statistics, or as permitted under Section 5.6 with respect to Service Interaction Data. If Customer does not make such a request within thirty (30) days of termination, Tempo may delete Customer Data in its sole discretion.
This Section 8 applies only to Customers that have executed an applicable Order Form.
Customer shall pay all fees as specified in the applicable Order Form ("Fees"). Unless otherwise stated in the Order Form, Fees are quoted in United States Dollars and are non-cancellable and non-refundable.
Unless otherwise specified in the applicable Order Form, Tempo shall invoice Customer in accordance with the billing frequency set forth in such Order Form, and Customer shall pay all undisputed invoices within thirty (30) days of the date of invoice. Payment shall be made by the method specified in the Order Form.
Any amounts not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Customer shall also be responsible for all reasonable costs of collection, including attorneys' fees.
All Fees are exclusive of taxes. Customer shall be responsible for all sales, use, value-added, and other taxes and duties imposed by any governmental authority with respect to the Services, excluding taxes based solely on Tempo's net income.
Tempo may increase Fees upon renewal of a Subscription Term by providing Customer with at least sixty (60) days' prior written notice before the start of the applicable renewal term.
The Receiving Party shall: (a) hold the Disclosing Party's Confidential Information in strict confidence; (b) not disclose the Disclosing Party's Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use the Disclosing Party's Confidential Information solely for the purposes of performing its obligations or exercising its rights under these Terms. The obligations of this Section 9 shall survive termination or expiration of these Terms for a period of five (5) years; provided, however, that obligations with respect to trade secrets shall survive for so long as such information remains a trade secret under applicable law.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without restriction; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.
The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or legal process, provided that the Receiving Party shall (to the extent legally permitted) provide prompt written notice to the Disclosing Party and reasonably cooperate with the Disclosing Party's efforts to seek a protective order.
Tempo retains all right, title, and interest in and to the Services, Software, AI models, algorithms, Operational Memory structure and methodologies, Documentation, Aggregated Statistics, and all related Intellectual Property Rights, including any improvements, modifications, or derivative works thereof. Except for the limited license rights expressly granted herein, no rights in or to the Services or Tempo's Intellectual Property Rights are granted to Customer.
Customer retains all right, title, and interest in and to Customer Data and Customer's pre-existing intellectual property. Nothing in these Terms shall transfer ownership of Customer Data to Tempo.
As between the parties, Customer shall own the AI Outputs generated specifically for Customer through Customer's use of the Services; provided, however, that Tempo retains all rights in and to the underlying AI models, algorithms, methodologies, and technology used to generate such AI Outputs, and Tempo may use the learnings and know-how derived from providing the Services (including patterns reflected in Aggregated Statistics and Operational Memory methodologies) for its own business purposes.
Tempo warrants that: (a) it has the legal right and authority to enter into these Terms; (b) the Services will perform materially in accordance with the Documentation during the applicable Subscription Term; and (c) it will provide the Services in a professional and workmanlike manner consistent with generally accepted industry standards.
Customer warrants that: (a) it has the legal right and authority to enter into these Terms; (b) it has all necessary rights, consents, and authorizations to provide Customer Data to Tempo, to grant access to Connected Systems, and to permit Tempo's use thereof as contemplated by these Terms; and (c) Customer Data does not and will not infringe upon or misappropriate any third party's Intellectual Property Rights or violate applicable law.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 11.1, THE SERVICES, AI OUTPUTS, OPERATIONAL MEMORY, AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TEMPO HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, TEMPO MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, AI OUTPUTS, OR ANY RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, CONNECTED SYSTEM, OR OTHER SERVICES OR DATA, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. ALL THIRD-PARTY MATERIALS AND CONNECTED SYSTEMS ARE PROVIDED "AS IS."
Tempo shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claim, suit, or proceeding alleging that Customer's authorized use of the Services in accordance with these Terms infringes or misappropriates a third party's United States patent, copyright, or trade secret ("IP Claim"), and shall pay all damages finally awarded or settlements agreed to by Tempo. If the Services are, or in Tempo's opinion are likely to be, the subject of an IP Claim, Tempo may, at its option and expense: (a) procure for Customer the right to continue using the Services; (b) replace or modify the Services to be non-infringing; or (c) if neither (a) nor (b) is commercially practicable, terminate the applicable Order Form and refund any prepaid, unused Fees for the remainder of the Subscription Term. Tempo's obligations under this Section 12.1 shall not apply to the extent any IP Claim arises from: (i) use of the Services in combination with data, software, hardware, or technology not provided by Tempo; (ii) modifications to the Services not made by Tempo; (iii) Customer Data; or (iv) Customer's use of the Services in breach of these Terms.
THIS SECTION 12.1 STATES TEMPO'S SOLE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY IP CLAIM.
Customer shall indemnify, defend, and hold harmless Tempo and its officers, directors, employees, and agents from and against any third-party claim, suit, or proceeding arising out of or relating to: (a) Customer Data or Customer's use of the Services in breach of these Terms; (b) Customer's violation of applicable law; (c) Customer's unauthorized connection to or use of Connected Systems; or (d) any allegation that Customer Data infringes or misappropriates a third party's Intellectual Property Rights.
The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim; (b) grant the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying party's expense. Failure to provide timely notice shall not relieve the indemnifying party of its obligations except to the extent materially prejudiced by such failure.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THESE TERMS AND THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO TEMPO DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE APPLICABLE CLAIM. FOR CUSTOMERS WHO HAVE NOT EXECUTED AN ORDER FORM, TEMPO'S AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00 USD).
The Parties agree that the limitations of liability set forth in this Section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The Parties acknowledge that the prices have been set and this Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the Parties.
Tempo shall process Customer Data and any personal information (as defined in the Privacy Policy) in accordance with its Privacy Policy, available at https://thetempo.ai/privacy-policy (the "Privacy Policy"), which is hereby incorporated into these Terms by reference. Customer acknowledges that it has reviewed the Privacy Policy, including the Artificial Intelligence Usage section thereof, and consents to the practices described therein. Tempo may update the Privacy Policy from time to time, and such updates will become effective upon posting. Customer's continued use of the Services following any such update constitutes Customer's acceptance of the revised Privacy Policy.
By default, Customer Data and personal information (as defined in the Privacy Policy) are stored and processed in the United States. Customer acknowledges that the processing described in Section 5 (AI-Powered Services and AI Outputs) and the Privacy Policy will occur in the United States. By accessing or using the Services, Customer consents to the processing, transfer, and storage of information in the United States.
These Terms commence on the Effective Date and shall remain in effect until terminated in accordance with this Section 15. For Customers that have executed an Order Form, these Terms shall remain in effect until all applicable Order Forms have expired or been terminated.
The initial Subscription Term for each Order Form shall be as specified therein. Unless otherwise stated in the applicable Order Form, each Subscription Term shall automatically renew for successive periods equal to the initial Subscription Term, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.
Either party may terminate an Order Form or these Terms if the other party: (a) commits a material breach and fails to cure such breach within thirty (30) days after receiving written notice thereof; or (b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.
Where Customer has not executed an Order Form, either party may terminate these Terms at any time, with or without cause, upon written notice to the other party (including by email). Upon such termination, Customer's access to the Services shall immediately cease.
Upon termination or expiration: (a) Customer's access to the Services shall immediately cease; (b) all outstanding Fees for the remainder of the Subscription Term shall become immediately due and payable (unless termination is due to Tempo's uncured material breach); (c) each party shall return or destroy the other party's Confidential Information; and (d) Sections 1, 5, 6, 7, 8 (for accrued obligations), 9, 10, 11, 12, 13, 14, 15.5, and 16 shall survive any termination or expiration of these Terms.
These Terms shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflict of laws principles. Each party consents to the exclusive jurisdiction and venue of the state and federal courts located in Indianapolis, Indiana for any disputes arising under these Terms.
Prior to initiating any formal legal proceeding, the parties agree to attempt in good faith to resolve any dispute arising out of or relating to these Terms through informal negotiations for a period of thirty (30) days. If the dispute cannot be resolved informally, either party may pursue its legal remedies in accordance with Section 16.1.
Neither party shall be liable for any failure or delay in the performance of its obligations (other than payment obligations) to the extent such failure or delay results from causes beyond such party's reasonable control, including acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, labor disputes, governmental actions, Internet or telecommunications failures, or power outages.
Each party acknowledges that a breach of Section 3.4 (Use Restrictions) or Section 9 (Confidential Information) may cause irreparable harm for which monetary damages would be inadequate. In the event of such breach, the non-breaching party shall be entitled to seek equitable relief, including injunction and specific performance, without the requirement of posting bond, in addition to all other remedies available at law or in equity.
Customer may not assign or transfer these Terms or any rights hereunder without Tempo's prior written consent. Tempo may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets without Customer's consent. Any attempted assignment in violation of this Section shall be void.
All notices under these Terms shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email; or (c) sent by nationally recognized overnight courier, addressed to the applicable party at the address or email set forth in the applicable Order Form or Customer's account registration (or such updated address as a party may provide in writing). Notices to Tempo shall also be sent to: security@thetempo.ai.
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.
The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.
These Terms, together with all Order Forms, any exhibits or addenda thereto, and the Privacy Policy (available at https://thetempo.ai/privacy-policy), constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. Tempo expressly rejects any terms contained in any Customer purchase orders or similar Customer-provided documentation, and such terms shall be of no force or effect.
Tempo may update these Terms from time to time. Material changes will be communicated to Customer via email or through the Services at least thirty (30) days prior to taking effect. Continued use of the Services after the effective date of any such changes constitutes Customer's acceptance thereof. To the extent Customer objects to any such amendment, Customer's sole remedy shall be to terminate these Terms as provided herein.
The parties are independent contractors. Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, employment, or franchise relationship between the parties.
These Terms are for the sole benefit of the parties and their permitted successors and assigns. Nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy.
Customer shall comply with all applicable export control and sanctions laws and regulations in its use of the Services.
Customer grants Tempo the right to reference Customer's name and logo in Tempo's marketing materials, website, and business development activities. Customer may revoke this right at any time upon written notice to Tempo.