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TEMPO LABS INC.

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Terms of Service

Last Updated: October 31, 2024

Tempo Labs Inc. (“we”) provides cloud-based UI/UX software development tools on a software as a service and platform as a service basis (“Service”). The Service is provided on a subscription basis as further described in this Agreement and on the website under specific subscription plans (including freemium offerings) offered by us from time to time. The Service is provided through the website https://www.tempolabs.ai/ (the “Website”). This Agreement applies to anyone (“you”) who subscribes for or otherwise uses the Service.

THESE TERMS (“TERMS”) CONTAIN IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES AND LIABILITIES THAT ARE APPLICABLE TO YOUR ACCESS AND USE OF THE SERVICE. ACCORDINGLY, YOU SHOULD READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE. EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, YOU AGREE TO THE TERMS HEREOF. IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY, YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITYʼS BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER. IF YOU DO NOT ACCEPT THESE TERMS, THEN DO NOT USE THE WEBSITE OR ANY OF ITS CONTENT OR SERVICE.

If you have signed a separate order form (each, an “Order Form” and, together with these Terms, the “Agreement”) relating to your use of the Service, the terms of the Order Form shall prevail if they conflict in any way with these Terms.

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1. Service

Subject to this Agreement, you can use the Service during the term (the “Term”) prescribed by the Website, the Order Form, or these Terms. You are responsible at your own expense for obtaining your own Internet access and any hardware and software required to use and access the Service. You shall use the Service solely for your internal business purposes, and you cannot sell our Service to anyone else. You have the necessary rights and authority to enter into and perform the obligations required of you under this Agreement. Your use of the Service will comply with all applicable laws and regulations. You will not infringe the rights of any third party (including without limitation any intellectual property rights or privacy rights) in your use of the Service.

You shall not (and shall not allow any third party to):

  • (a) permit any third party to access or use the Service except as envisioned by the Service in its normal operation or specified herein;
  • (b) alter, modify, debug, reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain access to any software (including source code) associated with the Service;
  • (c) use any unauthorized robot, spider, scraper, or other automated means to access the Service, or engage in any scraping, data-mining, harvesting, data aggregating, or indexing of the Service;
  • (d) frame or mirror any content forming part of the Service; or
  • (e) access the Service in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions, or graphics of the Service.

You shall keep all passwords and API keys provided to you safe and secure and shall be responsible for all use of the Service using passwords or API keys issued to you. We can suspend your access to the Service if we reasonably believe that you have violated this Agreement.

The Website and Service are not intended for use by children and we reserve the right to terminate access to and use of the Service without notice to any User we have reason to believe is a minor. You shall:

  • (a) reasonably cooperate with us in all matters relating to the Service;
  • (b) respond promptly to any request by us to provide information, approvals, authorizations, or decisions that are reasonably necessary for us to provide the Service in accordance with this Agreement; and
  • (c) provide such materials or information as we may reasonably request to provide the Service and ensure that such materials or information are complete and accurate in all material respects.

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2. Ownership

Except for the limited license to use the Software in Section 1 (Service), we retain all right, title, and interest in and to the Product (as defined below) and any intellectual property rights relating thereto, whether developed before or after the commencement of the Term. All rights to the Product and any intellectual property rights relating thereto not expressly granted to you pursuant to the foregoing are reserved by us and our licensors and third-party vendors. There are no implied rights.

“Product” means:

  • The Service,
  • The client-side software or applications made available by us for you to install, download (whether onto a machine or in a browser), or execute as part of the Product (the “Software”), and
  • The usage manuals and instructional materials for the Service or Software that are made available by us to you from time to time (the “Documentation”).

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3. Feedback; Usage Data; Customer Content; Privacy

You may, but are not required to, give us suggestions, feedback, or comments about the Product or related offerings (“Feedback”), in which case you give Feedback “AS IS.” We may use all Feedback freely without any restriction or obligation. We may collect, analyze, and share with contractors and third-party vendors any Usage Data or Customer Content in order to (i) provide the Service to you; or (ii) evaluate and improve or train the functions, features, and operation of the Product or the products or services developed by our third-party vendors from time to time.

  • “Customer Content” means data, information, or materials submitted by or on behalf of you to the Product (including any of your software shared or otherwise made available by you to us for purposes of providing the Service) but excludes Feedback.
  • “Usage Data” means data and information about the provision, use, and performance of the Product and related offerings based on your use of the Product.

This Agreement incorporates by reference our privacy policy (our “Privacy Policy”) located here, all of which terms and conditions shall be deemed to be included in this Agreement.

You are solely responsible for all Customer Content. You shall not upload or otherwise make available to us any Customer Content that:

  • (a) constitutes an infringement, misappropriation, or violation of all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world;
  • (b) violates this Agreement, including, without limitation, the Privacy Policy or any applicable laws, rules, or regulations;
  • (c) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of anotherʼs privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, sexually explicit, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual, promotes illegal activities or contributes to the creation of weapons, illegal materials, or is otherwise objectionable or illegal in any way;
  • (d) contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, limit the functionality of any computer software or hardware or telecommunications equipment;
  • (e) interferes with or disrupts the Service or servers or networks connected to the Service;
  • (f) is harmful to minors in any way;
  • (g) constitutes unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; or
  • (h) causes us to violate any applicable law, rule, or regulation, including those regarding the export of technical data.

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4. Fees; Payments; Taxes

You shall pay the fees, if any, prescribed by the applicable Order Form or the Website, at such times as may be prescribed therein. We reserve the right to increase our fees or terminate or limit any freemium use rights at any time upon prior notice. Fees are exclusive of applicable taxes. Late payments may be subject to interest or other charges set forth on the Order Form or the Website.

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5. Term

Freemium use can be terminated at any time. Otherwise, you shall have the right to use the Service during the Term. We can terminate or suspend your account at any time if you breach this Agreement. Upon any termination of this Agreement:

  • (a) all rights granted to you hereunder shall terminate and we shall no longer provide access to the Service to you, and
  • (b) you shall cease using the Service.

Any obligations that have accrued prior to termination shall survive termination of this Agreement. In addition, the following Sections, as well as any other provisions herein which by their nature should survive, shall survive termination of this Agreement: Sections 2–11.

You may cancel your account and terminate this Agreement at any time by following the instructions on the Order Form applicable to you or, if you have not executed an Order Form, by following the instructions set out on the Website.

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6. Disclaimers

THE SERVICE IS PROVIDED ON AN “AS–IS” BASIS. WE MAKE NO REPRESENTATION OR WARRANTY WHATSOEVER, AND HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICE (IN EACH CASE WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE), INCLUDING ANY WARRANTY (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, (B) THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, OR OPERATE WITHOUT ERROR, (C) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR (D) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE.

YOU ACKNOWLEDGE THAT THE SERVICE IS HOSTED BY A THIRD PARTY HOSTING PROVIDER (THE “HOSTING CONTRACTOR”) AND USES THIRD PARTY SERVER HARDWARE, DISK STORAGE, FIREWALL PROTECTION, SERVER OPERATING SYSTEMS, MANAGEMENT PROGRAMS, WEB SERVER PROGRAMS FOR DELIVERY OF THE SERVICE (THE “HOSTING CONTRACTOR SERVICE”). ADDITIONALLY, WE USE THIRD PARTIES TO HELP RECEIVE PAYMENTS (“PAYMENT PROCESSOR”). WE MAY CHANGE OUR HOSTING CONTRACTOR AND PAYMENT PROCESSOR AT ANY TIME. YOUR USE OF THE SERVICE IS SUBJECT TO ANY RESTRICTIONS IMPOSED BY THE HOSTING CONTRACTOR AND THE PAYMENT PROCESSOR, AS APPLICABLE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, WE SHALL NOT BE LIABLE FOR ANY PROBLEMS, FAILURES, DEFECTS, OR ERRORS WITH THE SERVICE TO THE EXTENT CAUSED BY THE HOSTING CONTRACTOR OR PAYMENT PROCESSOR. YOU ACKNOWLEDGE THAT ANY FEES PAYABLE FOR THE SERVICE REFLECT THE FACT THAT WE ARE NOT RESPONSIBLE FOR THE ACTS AND OMISSIONS OF THE HOSTING CONTRACTOR OR PAYMENT PROCESSOR, AND THAT WE COULD NOT AFFORD TO PROVIDE THE SERVICE AT THE PRICES OFFERED (OR ON A FREEMIUM BASIS) IF WE WERE RESPONSIBLE FOR THE ACTS OR OMISSIONS OF THE HOSTING CONTRACTOR OR PAYMENT PROCESSOR.

WE DO NOT REPRESENT OR WARRANT THAT THE SERVICE WILL PRODUCE ACCURATE OR RELEVANT CONTENT FOR YOU, OR OTHERWISE PERFORM WITHOUT INTERRUPTION OR ERROR. WHILE MAINTAINING REASONABLE DATA SECURITY MEASURES, WE CANNOT GUARANTEE THAT THE SERVICE IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION, OR THAT CUSTOMER CONTENT OR USAGE DATA WILL REMAIN PRIVATE OR SECURE UPON SUCH HACKING OR INTRUSION. WE DO NOT REPRESENT THAT THE OUTPUT GENERATED BY THE SERVICE WILL BE SATISFACTORY IN ANY WAY TO YOU. WE HAVE NO CONTROL OVER THE OPERATION OF THE THIRD PARTY LLMS THAT WE ACCESS AS PART OF OUR PROCESSING ACTIVITIES, THE OUTPUTS THEY GENERATE, OR THE CONTINUED AVAILABILITY OF ANY THIRD PARTY LLMS.

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7. Limitations

IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOSS OF DATA, PROFITS, OR REVENUE) ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT, WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, OUR TOTAL LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCLUDING OUR BREACH OF THE CONFIDENTIALITY PROVISIONS SET FORTH HEREIN, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY US BY YOU DURING THE THEN-CURRENT TERM WHATEVER THE MOMENT OF THE THEN-CURRENT PERIOD. THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 8 (NOTED AS 7 HERE) ARE A FUNDAMENTAL BASIS OF THE BARGAIN, THAT WE HAVE SET OUR FEES IN RELIANCE ON THE ENFORCEABILITY OF THESE PROVISIONS, AND THAT THEY SHALL APPLY NOTWITHSTANDING THAT ANY REMEDY SHALL FAIL ITS ESSENTIAL PURPOSE.

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9. Indemnification

You shall defend, indemnify, and hold harmless us and our directors, officers, employees, agents, contractors, and vendors (“Indemnified Parties”) from and against any Claims based on: (i) your use of the Service in breach of this Agreement, and (ii) any claims relating in any way (whether pursuant to third-party infringement claims or otherwise) to the Customer Content submitted by you or on your behalf to the Service.

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10. Confidentiality

“Confidential Information” will include, but will not be limited to, any and all information associated with a partyʼs business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses, and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Our Confidential Information includes all information that you receive relating to us or to the Services that is not known to the general public, including information related to our security program and practices.

Each party agrees to use the other partyʼs Confidential Information solely as necessary for performing its obligations under this Agreement and in accordance with any other rights and obligations in this Agreement including this Section 10. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure, or use of any such Confidential Information, other than:

  • (i) by or to its employees, agents, subcontractors, and vendors who must have access to such Confidential Information to perform such partyʼs obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or
  • (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in this Agreement, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment.

Confidential Information will not include any information that the receiving party can prove:

  • (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information;
  • (B) is independently developed by the receiving party without use of or reference to the other partyʼs Confidential Information, and without breaching any provisions of this Agreement; or
  • (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of this Agreement.

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11. Miscellaneous

We may amend these Terms at any time.

You may not assign this Agreement to any person other than in connection with a sale of substantially all of your assets to a third party. This Agreement (including the Order Form, if applicable) contains the complete understanding and agreement of the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, oral or written, with respect thereto. Each Party hereby rejects the inclusion of any pre-printed terms and conditions on any purchase orders or other such contract documents.

We may give any notices issued in connection with this Agreement by email to you at the email address given by you when creating your account, and such notices shall be effective upon confirmation of transmission to you. Neither Party will be liable to the other Party for any failure or delay in performance by circumstances beyond its control, including fire, labor difficulties, telecommunication failures, Internet unavailability, governmental actions, or terrorism, provided that the Party seeking to rely on such circumstances gives written notice of such circumstances to the other Party and uses reasonable efforts to overcome such circumstances.

Any question, claim, or controversy arising out of or related to this Agreement (a “Dispute”) will be governed by and construed in accordance with the laws of the Province of Ontario, without giving effect to any conflicts of laws provision thereof or of any other jurisdiction that would produce a contrary result. In the event of any Dispute, the designated representatives of you and us shall promptly confer and exert their good faith efforts to reach a reasonable and equitable resolution of such Dispute. If such representatives are unable to resolve such Dispute within five business days, the Dispute shall be referred promptly to the responsible senior management of each Party for resolution. Neither Party shall seek any other means of resolving any Dispute until both Partiesʼ responsible senior management have had at least five business days to resolve the Dispute. If the Parties are unable to resolve the Dispute in accordance with the foregoing procedure, then either Party may, at any time, deliver notice to the other Party of its intent to submit the Dispute to the Court of the Province of Ontario, Canada.

The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise or employment relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

No waiver by either Party of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by such Party. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

If any provision of this Agreement is held to be unenforceable or illegal by a court or tribunal of competent jurisdiction, such provision will be modified to the extent necessary to render it enforceable, or will be severed from this Agreement, and all other provisions of this Agreement will remain in full force and effect. Headings are provided for convenience only and will not be used to interpret the substance of this Agreement. Unless the intent is expressly otherwise in specific instances, use of the words “include,” “includes,” or “including” in this Agreement shall not be limiting, and “or” shall not be exclusive.

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