This Cloud Service End User License Agreement (this “Agreement” or “EULA”) is an agreement between You and Tempo Communications, Inc. (“Tempo”, “Us” or “We”) and governs Your Use of the Tempo cloud Service and any service, software, application, plug-in, component, functionality, or program provided by Tempo in association with the Service including all versions of the AirScout product (the “Service”). “You” and “Your” means the individual or legal entity licensing the Service from Tempo. “Use” or “Using” means to download, install, activate, access or otherwise use the Service.
By Using this Service, You agree to be bound by the terms of this EULA. If you are entering into this EULA on behalf of an entity, You represent that You have actual authority to bind that entity. If You do not have such authority or You do not agree to the terms of this EULA, neither You nor the entity may Use the Service. It may be returned to Tempo or a Tempo reseller for a refund if within thirty (30) days of the date You acquired the Service. Your right to return and refund applies only if You are the original end user licensee of the Service.
Except as expressly provided in this Agreement, Tempo retains all rights, title, and interest in and to the Service. Nothing in this Agreement transfers to You any title or ownership in or to the Service or the underlying intellectual property. This EULA may be updated by Tempo at any time; therefore, we encourage You to re-familiarize Yourself with the terms of this EULA at least annually.
Uploading Data to the Service. You shall be solely responsible for all content uploaded to the Service and the consequences of uploading content on the Service. You affirm, covenant, represent, and warrant that You own or have all necessary licenses, rights, consents, and permissions to use and upload content to the Service. You further agree that all content You submit and upload to the Service will not contain third party copyrighted material, protected privacy information, or material subject to other third party proprietary rights, unless You have permission from the rightful owner of that material or You are otherwise legally entitled to upload and use the material. Tempo expressly disclaims any and all liability in connection with content You upload. Tempo does not permit copyright infringing activities and/or infringement of intellectual property rights on the Service, nor violation of regulatory privacy principals, and Tempo reserves the right to remove any materially violative content if properly notified such content infringes on another's property, intellectual property, or privacy rights without prior notice, though We may make reasonable efforts to notify You.
Privacy. The data Tempo collects and how that information is used depends on how You use our Service. When You create an account, You provide us with certain data supplied during Your account registration which may include; Your name, email address and password. If You are an entity, You must register under Your appropriate entity name. To the extent that You are a sole proprietor You will be required to provide Your personal name and email address (“Personal Data”). The registration data We collect is used to distinguish You from other users of the Service.
After the registration and creation of an account and username You will have the capability to use the Service to store data such as individualized AirScout test results. With the exception of technician information and work order numbers all other data fields are optional when creating a file. The results and the naming conventions that You create are stored by the Service to help You identify, analyze, and sort the test results You conduct. These files are saved and deleted at Your discretion. Once You have deleted a file You will not be able to recover it later or contact Us to recover it for You. You are therefore advised and encouraged to back up Your data with regularity offsite.
We also collect information about the apps, browsers, and devices You use to access the Service. The information We collect may include unique identifiers like browser type and settings, device type and application version number. To ensure the Service can be appropriately administered and for functionality We may collect device identifiers including the MAC and IP addresses. We use Your information to ensure our Service are working as intended, tracking outages or troubleshooting issues that You report to Tempo as well as use that information to make improvements to our Service. We use Your data for analytics and measurement to understand how our Service is being used. For example, We analyze data about Your use of our Service to do things like optimize product design. We use the information We collect, like your email address, to interact with You directly.
If You chose to end Your Use of the Service and would like Your username and password deleted You must contact Us via email at Support@tempocom.com or by phone at 800.642.2155 to request account deletion. After reasonable verification, We will delete your username and password from our record.
In addition, third party Services and Third Party Materials that may be accessed from, displayed on or linked to or from Your Device are not available in all languages or in all countries. Tempo makes no representation that such Services and Materials are appropriate or available for use in any particular location. To the extent You choose to access such Services or Materials, You do so at Your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. Tempo, and its licensors, reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will Tempo be liable for the removal of or disabling of access to any such Services. Tempo may also impose limits on the use of or access to certain Services, in any case and without notice or liability.
Facilities, Data Processing, and Data Transfer. The Service may process, store, and transfer all data You upload or create while using the Service ( hereinafter “Technical Data”) to any location where Tempo or its third-party Service providers maintain facilities.
Data Integrity. To the fullest extent of the law Tempo makes no guarantees, representations or warranties either express or implied about the Service including that (i) data uploaded to or otherwise stored on the Service by You will be successfully uploaded to, stored by, or maintained by the Service; or (ii) that any data that You access or store through the Service will not be subject to inadvertent loss, damage, corruption, attack, or deletion. You should always back up Your data outside of the Service.
Availability. The Service may not be available at all times, in all countries, or in all languages. Tempo makes no guarantees or representations regarding availability of the Service and assumes no liability for any downtime of the Service. In addition, Tempo makes no representation that Service are appropriate or available for use in any particular location or application. To the extent You choose to access the Service, You do so at Your own initiative and are responsible for compliance with any applicable laws, including but not limited to local laws, rules and regulations. Tempo reserves the right to change, suspend, remove, or disable Your access to any Service at any time without notice if You breach this EULA. In no event will Tempo be liable for the removal of or disabling of access to the Service. Tempo may also impose limits on the use of or access to the Service if unreasonable amounts of data are being consumed without notice or liability.
License to Uploaded Technical Data. By uploading or submitting Technical Data or providing registration information through the Service, You grant to Tempo a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, fully paid-up license to reproduce, transmit, publish, and store such data in order for Tempo to provide You with the Service. You also represent and warrant that You have the rights and proper authority to upload, download, store, display, transmit, and distribute all data that You submit through the Service.
Restriction on Use of Service. Your rights to use the Service are licensed, not sold to You. You do not have any rights to use of the Service beyond those expressly granted in this Agreement and Tempo reserves all rights not expressly granted to You. You agree that the Service contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that You will not use such proprietary content, information or materials in any way whatsoever except for a use of the Service that is not expressly prohibited by this Agreement. No portion of the Service may be reproduced in any form or by any means. You agree not to reverse engineer, modify, rent, lease, loan, sell, distribute, or create derivative works based on the Service, in any manner, and You shall not exploit the Service in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.
Your Service Account. In order to access and use the Service, You may be required to create login credentials for Your Service account, such as a username and password. Such login credentials may be used by You to access Your Service account. You are solely responsible for maintaining the confidentiality of Your login credentials and for all activities that occur under Your login credentials. You agree that if You are required to create a password in order to access Your Service account, such password shall be unique to Your Service account, and shall not be the same as any password You use in connection with accessing any non-Tempo online accounts (such as banks, credit cards, etc.). You further agree that Tempo shall not be liable for any consequences relating to Your failure to comply with this password requirement, stemming from a breach of any computer system (whether involving Your Service account or any non-Tempo online account). You represent and warrant that all information that You provide for creation of Your Service account is accurate and complete.
New Features and Fee Changes. Tempo may make new storage options, applications, features, or functionality available from time to time through the Service, which may be subject to additional fees, terms, and conditions. Additionally, from time to time, Tempo may increase fees for the Service or institute a fee for use of aspects of the Service that had previously been free.
Termination. The rights granted to You under this Agreement are effective until terminated by You or Tempo. Your rights under this Agreement will terminate automatically without notice from Tempo if You fail to comply with any term(s) or condition(s) of this Agreement. Tempo may also terminate Your rights to use and/or access any of the Service requiring payment of a subscription fee and/or Your Service account upon failure of You to satisfy Your payment obligations or upon expiration of Your subscription. In any event, if Your account has been terminated, all provisions of this Agreement still apply to Your past use of the Service. You further acknowledge that when Your rights under this Agreement or Your Service account are terminated, all Technical Data which You have uploaded to, submitted to, or otherwise maintained on the Service may be deleted by Us, but We will not necessarily do so without an explicit request. Following termination of Your rights under this Agreement or termination of Your Service account, You will not have any right to access any data which You have uploaded to, submitted to, or otherwise maintained on the Service and Tempo has no obligation to provide You with a copy of such data. All of Tempo’s rights under this Agreement shall survive the expiration or termination of this Agreement. If You chose to end Your Use of the Service and would like Your username and password deleted You must contact Us via email at Support@tempocom.com or by phone at 800.642.2155 to request account deletion. After reasonable verification, We will delete your username and password from our record.
NO WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE ARE PROVIDED "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND TEMPO HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. TEMPO DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICE, THAT THE FUNCTIONS CONTAINED IN, OR SERVICE PERFORMED OR PROVIDED BY, THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TEMPO OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL TEMPO BE LIABLE FOR PERSONAL INJURY, PROPERTY DAMAGE, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, BREACH OR LOSS/MISUSE OF PERSONAL DATA AS A RESULT OF ANY UNAUTHORIZED ACCESS OF SUCH DATA WEHTHER OR NOT THE BREACH OR UNAUTHORIZED ACCESS IS TEMPO’S FAULT, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Tempo’s total liability to You for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00 USD). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
Indemnity. You will indemnify and hold harmless Tempo and its successors and assigns against any and all suits, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees and other costs of defending any action) ("Losses") which such We may sustain or incur (a) in connection with a breach of any representation, warranty, or undertaking made by You in this Agreement or such parties’ enforcement of this Agreement, or (b) in connection with Your use of the Service, whether the claim be based upon a theory of breach of contract or warranty, negligence, strict liability, other tort, infringement, misappropriation or any other legal theory, except to the extent caused by the negligence of Tempo.
Modifications. Tempo has the right to change, suspend, and/or cease providing the Service at any time without prior notice. Tempo also has the right to modify this Agreement at any time by providing notice to You in any of the following manners: (i) posting the modified Agreement on Tempo’s website or within the published application; (ii) sending an email to the email address that You have provided to Tempo for receiving notices related to the Service that includes a copy of and/or a link to the modified Agreement; or (iii) providing You with a popup notification or other notification of the modified Agreement when You login to Your Service account to use the Service. Your use of the Service after Tempo has provided such Agreement modification constitutes Your acceptance of all such modifications to the Agreement.
Force Majeure. If Tempo is prevented from performing or is unable to perform any of its obligations under this Agreement due to causes beyond the reasonable control of Tempo, including any act of God, fire, casualty, flood, war, terrorism, strike, lockout, riot, or insurrection, then Tempo shall not be held liable.
Assignment. You cannot assign this Agreement or transfer Your rights under this Agreement without Tempo’s prior written consent. Any such assignment or transfer without Tempo’s prior written consent will be null and void.
No Waiver. Tempo’s waiver of a breach or a default of any provision of this Agreement will not be construed as a waiver of any subsequent breach of the same or any other provision. Tempo’s delay or failure to exercise or avail itself of any right will not operate as a waiver of any right by Tempo.
Survival. The terms in Sections 1, 6, 7, 10, 11, 12, 13, 15 and 16 as well as any other clause which by its construction could be reasonably assumed to survive shall survive and continue in effect after the termination or expiration of this Agreement.
Severability. If any provision of this Agreement is held unenforceable, the rest remains in full force and effect.
Export Control. Your use of the Service may be subject to export and import laws of the United States and other jurisdictions, and You agree to comply with all such applicable laws. In particular, but without limitation, You may not use the Service in any U.S. embargoed countries. By using the Service, You represent and warrant that You are not located in any such country. You also agree that You will not use the Service for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of weapons.
Governing Law. The laws of the State of Delaware, excluding its conflicts of law rules, govern this Agreement and Your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws. As a condition of using the Service, You agree to comply with all applicable laws.