Acceptance. These TempoLab Early Access Program Terms (these “Terms”) govern participation in TempoLab, the early access program (“EAP”) operated by Tempo Software Inc. and its affiliates (“Tempo,” “we,” or “us”), and the access to and use of any features, functionality, products, services, documentation, or materials that Tempo makes available through TempoLab from time to time (each, an “EAP Feature”). By checking the box to accept these Terms and clicking “Join EAP” (or otherwise enabling or accessing TempoLab), the individual accepting represents that they are an Administrator with authority to bind the organization on whose behalf they act (“you” or “Participant”), and Participant agrees to these Terms. If you do not agree, do not enable or access TempoLab.
Relationship to other agreements. These Terms supplement, and do not replace, the agreement under which Participant otherwise accesses Tempo’s products and services (the “Main Agreement”). To the extent of any conflict between these Terms and the Main Agreement with respect to an EAP Feature, these Terms control.
1. The Program
TempoLab is Tempo’s continuous early access program providing early-stage access to features under development. Participation is voluntary and optional. Participant may join or leave the EAP at any time through TempoLab settings, and access to EAP Features under the program is provided free of charge.
EAP Features are pre-release and may be incomplete or unstable. Tempo may add, maintain, update, modify, suspend, limit, or withdraw any EAP Feature, and may change its development priorities or product design, at its sole discretion, at any time, and without notice. Tempo may decide not to release any EAP Feature to general availability. Nothing in these Terms or the program is a commitment by Tempo to develop, provide, or continue any feature or functionality.
Participation continues until Participant leaves the EAP or Tempo ends Participant’s participation or the program.
2. Intellectual Property
As between the parties, each party retains all right, title, and interest in and to its own intellectual property. Tempo and its licensors retain all right, title, and interest in and to the EAP Features and all related materials. Except for the limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the EAP Features solely for Participant’s internal evaluation during participation, no rights or licenses are granted to Participant.
Feedback. If Participant provides any feedback, suggestions, ideas, bug reports, or other input regarding the EAP Features (“Feedback”), Tempo may use that Feedback for any purpose without restriction, attribution, or obligation to Participant. Participant assigns to Tempo all right, title, and interest in and to the Feedback and, to the extent any such assignment is not effective, grants Tempo a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable license to use it.
Usage data. All data, analytics, and other information that Tempo collects or generates regarding the configuration, operation, performance, or use of the EAP Features (“Usage Data”) is and remains owned by Tempo.
3. Participant Obligations
Participant will not, and will not permit any third party to:
(a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code,
architecture, or underlying ideas of any EAP Feature;
(b) introduce any virus, malware, or other malicious code, or conduct any denial-of-service or
similar attack;
(c) circumvent, disable, or interfere with any security, access-control, or usage-limitation feature;
(d) use the EAP Features in violation of applicable law or in a manner that infringes or
misappropriates the rights of any third party; or
(e) use the EAP Features other than for evaluation as permitted under these Terms.
Participant is responsible for the acts and omissions of its users and for their compliance with these Terms.
4. Confidentiality
The EAP Features, related documentation, and any non-public information Tempo makes available in connection with TempoLab — including the existence, characteristics, and roadmap of unreleased features and any performance or evaluation results — are the confidential information of Tempo (“Confidential Information”). Participant will hold the Confidential Information in strict confidence, use it solely to participate in the EAP, protect it using at least reasonable care, and not disclose it to any third party without Tempo’s prior written consent.
These obligations do not apply to information that is or becomes publicly available through no fault of Participant. If Participant is legally compelled to disclose Confidential Information, it will, where lawful, give Tempo prompt prior notice and reasonable cooperation to limit the disclosure. Participant’s obligations under this Section survive termination of participation.
5. No Warranties
THE EAP FEATURES ARE PRE-RELEASE AND ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TEMPO DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE EAP FEATURES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DATA WILL NOT BE LOST. Tempo has no obligation to provide support, maintenance, updates, or any service levels for the EAP Features. Participant uses the EAP Features at its own risk and is responsible for maintaining backups of its data.
6. Limitations of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, TEMPO AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS, WILL HAVE NO LIABILITY TO PARTICIPANT OR ANY THIRD PARTY ARISING OUT OF OR RELATING TO TEMPOLAB, THE EAP FEATURES, OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, INCLUDING FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, PROFITS, REVENUE, USE, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PARTICIPANT ASSUMES THE ENTIRE RISK OF ITS PARTICIPATION IN TEMPOLAB. Nothing in these Terms limits or excludes Participant’s obligations or liability to Tempo. This allocation of risk reflects the free, pre-release nature of the program and is a fundamental basis of these Terms.
7. Equitable Relief; Remedies
Participant acknowledges that a breach of Section 2 (Intellectual Property), Section 3 (Participant Obligations), or Section 4 (Confidentiality) may cause Tempo irreparable harm for which monetary damages would be inadequate. Accordingly, Tempo is entitled to seek injunctive or other equitable relief to prevent or stop any such breach, without the necessity of posting a bond or other security and without any obligation to prove actual damages, in addition to any other remedy available at law or in equity. All of Tempo’s rights and remedies are cumulative.
8. Governing Law and Venue
These Terms are governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict-of-laws principles. The parties submit to the exclusive jurisdiction and venue of the U.S. District Court for the District of Massachusetts, Boston Division, or the Suffolk County Superior Court in Boston, Massachusetts, and each party waives any objection to such jurisdiction or venue.
9. General
Changes. Tempo may update these Terms from time to time. The “Last updated” date reflects the current version, and Participant’s continued participation in TempoLab after an update constitutes acceptance of the updated Terms.
Assignment. Participant may not assign or transfer these Terms without Tempo’s prior written consent; Tempo may assign them freely.
Miscellaneous. If any provision is held unenforceable, it will be limited or severed and the remaining provisions will remain in effect. No failure or delay by Tempo in exercising any right is a waiver. These Terms are the entire agreement between the parties regarding TempoLab and the EAP Features and supersede prior communications on that subject. Sections 2 through 8 and this Section 9 survive termination of participation.