Website Terms of Use Agreement

AUGUST 1, 2016

PLEASE CAREFULLY REVIEW THESE TERMS AND CONDITIONS OF USE BEFORE USING THIS WEB SITE. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD EXIT THIS SITE IMMEDIATELY.

This Website Terms of Use Agreement (the “TOU”) between you and TEMPOE, LLC (“TEMPOE”, “we”, “us”, or “our”) sets forth the terms and conditions for your use of this website (the “Site”). By agreeing to the TOU, you are acknowledging that you have read, understood, and agreed to be bound by the terms of the TOU.

We reserve the right to amend this TOU at any time and will notify you of any such changes by posting the revised TOU on the Site. You should check this TOU periodically for changes. All changes shall be effective upon posting. Your continued use of the Site after any change to this TOU constitutes your agreement to be bound by any such changes. We may terminate, suspend, change, or restrict access to all or any part of this Site without notice or liability.

Limitation of Use

The copyright in all material on this Site, including without limitation the text, data, design, source code, software, photos, images, and other information (collectively the “Content”), is held by TEMPOE or by the original creator of the material and is protected by U.S. and International copyright laws and treaties. You agree that the Content may not be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the express prior written consent of TEMPOE. You acknowledge that the Content is and shall remain the property of TEMPOE. You may not modify, participate in the sale or transfer of, or create derivative works based on any Content, in whole or in part. The use, copying, or mirroring of the Content on any other website, including using the Content by deep linking to it or framing it, or in any networked computer environment for any purpose, is prohibited unless you are first granted TEMPOE’s written approval. Any unauthorized use of any Content on this Site may violate numerous laws, including copyright laws, trademark laws, the laws of privacy and publicity, and communications statutes and regulations.

You agree to use the Content and Site only for lawful purposes. You are prohibited from any use of the Content of Site that would constitute a violation of any applicable law, regulation, rule or ordinance of any national, state, or locality or of any international law or treaty, or that could give rise to any civil or criminal liability. Any unauthorized use of the Site, including but not limited to unauthorized entry into TEMPOE’s systems, misuse of passwords, or misuse of any information posted on the Site is strictly prohibited. TEMPOE makes no claims concerning whether the Content may be downloaded or is appropriate for use outside of the United States. If you access this Site from outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Your eligibility for particular products or services is subject to final determination by TEMPOE.

Trademarks

TEMPOE, the TEMPOE logo and all related logos (collectively the “TEMPOE trademarks”) are trademarks or service marks of TEMPOE. Other company, product, and service names and logos used and displayed on this Site may be trademarks or service marks owned by TEMPOE or others. You may not use, copy, display, distribute, modify or reproduce any of the trademarks found on the Site unless you first receive written authorization by us. We prohibit use of any of the TEMPOE trademarks as part of a link to or from any site for commercial use unless establishment of such a link is approved in writing by us in advance.

Links to Third-Party Sites

This site may contain links to websites controlled or offered by third parties. TEMPOE hereby disclaims liability for any information, materials, products or services posted or offered at any of the third-party sites linked to this website. By creating a link to a third-party website, TEMPOE does not endorse or recommend any products or services offered or information contained at that website, nor is TEMPOE liable for any failure of products or services offered or advertised at those websites. Such third party may have a privacy policy different from that of TEMPOE and the third party website may provide less security than the TEMPOE site.

Disclaimer of Warranties

THE INFORMATION AND MATERIALS CONTAINED IN THIS SITE, INCLUDING TEXT, GRAPHICS, LINKS OR OTHER ITEMS AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE,” WITHOUT ANY WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE RESULTS OF YOUR USE OF THE CONTENT. TEMPOE DOES NOT WARRANT THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THIS DOES NOT AFFECT THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS TOU.
TEMPOE MAY DISCONTINUE OR MAKE CHANGES IN THE CONTENT AND SITE AT ANY TIME WITHOUT PRIOR NOTICE TO YOU AND WITHOUT ANY LIABILITY TO YOU. TEMPOE DOES NOT UNDERTAKE ANY OBLIGATION OR RESPONSIBILITY TO UPDATE OR AMEND ANY SUCH INFORMATION. TEMPOE RESERVES THE RIGHT TO TERMINATE ALL OR PART OF THE SITE AND ITS FUNCTIONALITY WITHOUT PRIOR NOTICE TO YOU. THIS SITE COULD CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. USE OF THIS SITE IS AT YOUR OWN RISK.

Limitation of Liability

IN NO EVENT WILL TEMPOE BE LIABLE FOR ANY DAMAGES INCLUDING GENERAL, SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR ANY OTHER DAMAGES, LOSSES OR EXPENSES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR BUSINESS INTERRUPTION) OF ANY KIND WHETHER IN AN ACTION IN CONTRACT OR NEGLIGENCE ARISING OR RELATING IN ANY WAY TO THE USE OR INABILITY TO USE BY ANY PARTY OF THE CONTENT, THE SITE OR ANY THIRD-PARTY SITE TO WHICH THIS SITE IS LINKED, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, EVEN IF TEMPOE, OUR REPRESENTATIVES THEREOF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, OR EXPENSES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THIS SITE IS TO STOP USING THE SITE. IF YOUR USE THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS THEREOF. IF THE FOREGOING LIMITATION IS FOUND TO BE INVALID, YOU AGREE THAT TEMPOE’S TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

Indemnification

You agree to indemnify and hold harmless TEMPOE from and against any and all claims, losses, expenses, demands or liabilities, including attorneys’ fees and costs, incurred by TEMPOE in connection with any claim by a third party (including any intellectual property claim) arising out of (i) materials and content you submit to, post to or transmit through the Site, or (ii) your use of the Site in violation of this TOU or in violation of any applicable law. You further agree that you will cooperate fully in the defense of any such claims. TEMPOE reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any such claim or matter without the written consent of TEMPOE.

Monitoring of the Site

TEMPOE has no obligation to monitor the Site; however, you acknowledge and agree that TEMPOE has the right to monitor the Site electronically from time to time and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Site, or to protect itself or other users of the Site.

Privacy Policy and Your Personal Information

TEMPOE is concerned about privacy and has developed a policy to address privacy concerns (the “Privacy Policy”) located at http://www.tempoe.com/privacy-policy/. The Privacy Policy is hereby incorporated into this Agreement by reference, and constitutes a part of this Agreement. The policy may change from time to time at our discretion. Changes will be effective upon posting to the Site.

Availability

The Site is not intended for distribution to, or use by, any person or entity in any city, county, state, or country where its distribution or use would be contrary to local law or regulation. By offering this site and Content no distribution or solicitation is made by TEMPOE to any person to use the Site or Content in jurisdictions where the provision of the Site and/or content is prohibited by law.

Termination

This TOU is effective until terminated by TEMPOE. TEMPOE may terminate this TOU at any time without notice, or suspend or terminate your access and use of the Site at any time, with or without cause, in TEMPOE’s absolute discretion and without notice. The following provisions of the TOU shall survive termination of your use or access to the Site: the sections concerning Indemnification, Disclaimer of Warranties, Limitation of Liability, Waiver, Applicable Law and Dispute Resolution, and General Provisions, and any other provision that by its terms survives termination of your use or access to the Site.

Waiver

Failure by TEMPOE to enforce any of its rights under this TOU shall not be construed as a waiver of those rights or any other rights in any way whatsoever.

Applicable Law and Dispute Resolution

This TOU and all other aspects of your use of the Site shall be governed by and construed in accordance with the laws of the United States and, to the extent applicable, to the laws of the State of Delaware, without regard to its conflict of laws rules. You agree that you will notify TEMPOE in writing of any claim or dispute concerning or relating to the Site and the information or services provided through it, and give TEMPOE a reasonable period of time to address it BEFORE bringing any legal action, either individually or as a class member or representative, or as a private attorney general, against TEMPOE.

Other Agreements

This TOU shall be subject to any other agreements you have entered into with TEMPOE.

Additional Terms

Certain sections or pages on the Site may contain separate terms and conditions of use, which are in addition to the terms and conditions of this TOU. In the event of a conflict, the additional terms and conditions will govern for those sections or pages.

Severability

If any provision of this TOU is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining provisions of the TOU shall remain in full force and effect.
General Provisions

This TOU supersedes any previous Terms of Use Agreement to which you and TEMPOE may have been bound. This TOU will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Neither the course of conduct between parties nor trade practice shall act to modify any provision of the TOU. All rights not expressly granted herein are hereby reserved. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

Effective Date: August 1, 2016
Last Updated: August 1, 2016