1. Your Acceptance

By accessing the TempoTrader website or using any TempoTrader products, software, data feeds, and services provided to you on, from, or through the TempoTrader website (the "Service"), you agree to be legally bound by these Terms of Use and the TempoTrader Privacy Policy, found at alpha.tempotrader.co/terms/ and incorporated herein by reference. IF YOU DO NOT AGREE TO ANY OF THESE TERMS OR THE PRIVACY POLICY, DO NOT USE THE SERVICE. Nothing in these Terms of Use shall be deemed to confer any third-party rights or benefits.

2. Changes to the Agreement

TempoTrader, in its sole discretion, may revise, modify, and change these Terms of Use. It is your responsibility to periodically review the most up-do-date version which will be found alpha.tempotrader.co/terms/. By continuing to use the Service after those changes are made, you are expressing and acknowledging your acceptance to the changes.

3. Service

The Service includes all aspects of TempoTrader, including but not limited to all products, software and services offered via the TempoTrader website and features such as the TempoTrader Wallet, TempoTrader Marketplace, TempoTrader Newsfeed, TempoTrader Dashboard, and TempoTrader Portfolio. TempoTrader reserves the right to add and remove features to and from the Service or to discontinue the Service in its entirety at any time. The Service may contain links to third party websites that are not owned or controlled by TempoTrader. TempoTrader has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites. In addition, TempoTrader will not and cannot censor or edit the content of any third-party website. By using the Service, you expressly relieve TempoTrader from any and all liability arising from your use of any third-party website.

4. User Representations and Warranties

You are entirely responsible for the content of, and any harm resulting from, your posting or contributions of content to TempoTrader. “Content” includes the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you may view on, access through, or contribute to the Service. When you create or make available Content, you thereby represent and warrant that:

• The creation, distribution, transmission, public display and performance, accessing, downloading and copying of your Content does not and will not infringe the proprietary rights, including but not limited to copyright, patent, trademark or trade secret of any third party;
• You have fully complied with any third-party licenses relating to your Content and have done all things necessary to successfully pass through to Service Users any required terms;
• Your Content does not contain any viruses, worms, Trojan horses, malicious code or other potentially harmful or destructive content;
• Your content is suitable for presentation to person’s age 13 and older. Nothing in your Content solicits personal information from any person under the age of 13 and your content does not violate any federal or state law intended to protect the health and wellbeing of minors.
• Your Content does not constitute, contain, install or attempt to install or promote spyware, malware or other computer code, whether on TempoTrader’s or others computers or equipment.

5. General Use of the Service – Permissions and Restrictions

TempoTrader hereby grants you permission to access and use the Service as set forth in these Terms of Use, provided that:

• You do not distribute in any medium any part of the Service or the Content without TempoTrader’s prior written authorization, unless TempoTrader makes available the means for such Content to be distributed through functionality offered by the Service;
• You do not copy, reproduce in whole or in part, record, or make available to the anyone any part of the Service or Content which is not expressly permitted under these Terms;
• You do not alter, modify, reverse-engineer, decompile, disassemble, or create derivative works based on any part of the Service;
• You do not access the Content through any technology or means other than those means designated by TempoTrader;
• You do not rent or lease any part of the Service;
• You agree not to use the Service for any of the following commercial uses unless you obtain TempoTrader’ prior written approval:
  • The sale of access to the Service;
  • The sale of advertising, sponsorships, or promotions placed on or within the Service or Content; or
  • The sale or advertising, sponsorships, or promotions on any page of an ad-enabled blog or website containing Content delivered via the Service, unless other material not obtained from TempoTrader appears on the same page and is of sufficient value to be the basis for such sales;
• Prohibited commercial uses do not include:
  • Uploading original Content to TempoTrader, or maintaining a profile on TempoTrader to promote your business or artistic enterprise
  • Showing TempoTrader Content through any means provided by or specifically authorized by TempoTrader; or
  • Any use that TempoTrader expressly authorizes in writing;
• In your use of the Service, you will comply with all applicable laws and are prohibited from engaging in any:
  • Criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, copyright infringement, patent infringement, or theft of trade secrets;
  • Advertising to, or solicitation of, any user to buy or sell any product or services;
  • Transmitting chain letters or junk email to other users;
  • Using any information obtained from the Service in order to contact, advertise, solicit, or sell to any user without their prior explicit written consent;
  • Engaging in any automated use of the system, such as, but not limited to, using scripts to add friends, play content, or send comments or messages
  • Interfering with, disrupting, or creating an undue burden on the website or the networks or services connected to the Service
  • Attempting to impersonate another user or person
  • Using the username of another user
  • Selling or otherwise transferring your profile

6. Usernames and Passwords

You are prohibited from registering and/or using a username which is or includes material that:

• is offensive, abusive, defamatory, pornographic or obscene;
• is illegal, or intended to promote or commit an illegal act of any kind, including but not limited to, violations of intellectual property rights, privacy rights or proprietary rights;
• includes personal data of third parties or is intended to solicit such personal data
• is intended or does harass or bully other users or third parties
• impersonates or misrepresents your affiliation with another user, person or entity, or is otherwise fraudulent, false, deceptive, or misleading
• promotes commercial products or services (except as provided under the “Brand Account” section (Section 7) of this Agreement)

Your password protects your user account and you are solely responsible for keeping your password confidential and secure. You are solely responsible for all use of your username and password on the Service. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your account by third parties, you must notify us immediately and change your password as soon as possible. Failure to abide by the terms of this Section may result in the termination or suspension of your account.

7. Musician Accounts

Only an authorized representative of a musician, band, organization, entity, or public figure may administer an account for that musician, band, organization, entity, or public figure.

8. Ownership Rights in Account

You shall have no ownership or other property interest in any user account or musician account created through use of the Service. All rights in and to such accounts are and shall forever be owned by and inure to the benefit of TempoTrader.

9. Use and Ownership of Tempos

A “Tempo” is a tradable subscription issued by a musician through the Service that grants the licensee of the Tempo access to content created by the issuing musician. TempoTrader owns, has licensed, or otherwise has exclusive rights to all of the Tempos that are issued through the Service. You agree that you have no right or title in or to any Tempo, including without limitation the virtual goods, content or currency appearing or originating in the Service. Tempos cannot be Transferred outside of the Service. A Transfer means any sale, gift or trade for anything of value outside of the Service (“Transfer”). TempoTrader does not recognize any purported Transfers of Tempos executed outside of the Service and accordingly, any Tempo that is purportedly Transferred is void.

10. Your Use of Content

In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of Content:

• The Content on the Service, and the trademarks, service marks and logos on the Service, are owned by or licensed to TempoTrader, subject to copyright and other intellectual property rights under the law;
• Content is provided to you AS IS. You may access Content for your information and personal use solely as intended through the provided functionality of the Service and as permitted under these Terms of Use. You shall not download any Content unless you see a “download” or similar link displayed by TempoTrader on the Service for that Content. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any other purposes without the prior written consent of TempoTrader. TempoTrader reserves all rights not expressly granted in and to the Service and the Content;
• You shall not circumvent, disable or otherwise interfere with any features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein.
• Additionally, you may be exposed to Content from a variety of sources, and that TempoTrader is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against TempoTrader with respect thereto. To the extent permitted by law, you shall indemnify and hold harmless TempoTrader, its owners, operators, affiliates, licensors, and licensees from all matters related to your use of the Service.

11. Your Content and Conduct

As a TempoTrader account holder you may submit Content to the Service, including but not limited to audio tracks and comments. TempoTrader does not guarantee any confidentiality with respect to any of the Content you submit.

You shall be solely responsible for you own Content and the consequences of submitting and publishing your Content on the Service. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish all Content you submit. By submitting your Content to the Service, you license to TempoTrader all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the Service pursuant to these Terms of Use.

To be clear, you retain all of your ownership rights in your Content. However, by submitting Content to TempoTrader, you grant TempoTrader a worldwide, non-exclusive, royalty-free, sublicenseable, transferable, and unrestricted license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content in connection with the Service and TempoTrader’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Service a non-exclusive license to access your Content through the Service, and to use, reproduce, distribute, display and preform such Content as permitted through the functionality of the Service and under these Terms of Use. The licenses granted in this Section 11 terminate within a commercially reasonable time after you remove or delete your Content from the Service. However, any removed or deleted Content that has been used by TempoTrader pursuant to the granted license prior to such content’s removal or deletion shall remain licensed to TempoTrader for as long as TempoTrader and/or its users continue to use it, pursuant to the license granted in this Agreement. You understand and agree that TempoTrader may retain server copies of your Content that have been removed or deleted and that do not fall within the scope of the preceding sentence. The above licenses granted by you in user comments you submit are perpetual and irrevocable.

You further agree that Content you submit to the Service will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant TempoTrader all of the license rights granted herein.

TempoTrader does not endorse any Content submitted to the Service by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and TempoTrader expressly disclaims any and all liability in connection with Content. TempoTrader reserves the right to remove content without prior notice.

12. Account Termination Policy

TempoTrader reserves the right to decide whether Content violates these Terms of Use for reasons other than copyright infringement, such as, but not limited to, pornography,obscenity, or excessive length. TempoTrader may at any time, without prior notice and in its sole discretion, remove such Content and/or terminate a user’s account for submitting such material in violation of these Terms of Use. TempoTrader may terminate or suspend your access to the Service at any time, including in the event of your actual or suspected unauthorized use of the Service or non-compliance with the Terms.

13. TempoTrader Copyright Policy

TempoTrader respects the intellectual property rights of others and expects its users to do the same. TempoTrader will terminate the account and access rights of any repeat infringer. If you are a copyright owner or an agent thereof and believe that any Content on the Service infringes upon your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
• Information reasonably sufficient to permit the Service provider to contact you, such as an address, telephone number, and, if available, an email address;
• A statement that you have a good faith belief that use of the material complained of is not authorized by the copyright rights owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under the penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Counter-Notice. If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice containing the following information to the Copyright Agent:

• Your physical or electronic signature;
• Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
• A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
• Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Tallahassee, Florida, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, TempoTrader may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at TempoTrader’s sole discretion.

14. Warranty Disclaimer

YOU AGREE THAT YOUR USE OF THE SERVICE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, TEMPOTRADER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND YOUR USE THEREOF. TEMPOTRADER MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THERE, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE. TEMPOTRADER DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND TEMPOTRADER WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

15. Limitation of Liability

THE LIMITATION OF LIABILITY OF TEMPOTRADER, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, SHALL BE THE GREATER OF $10.00 USD OR THE AMOUNT PAID TO TEMPOTRADER FOR SERVICES PROVIDED DURING THE PRECEDING 12 MONTHS. THIS LIMIATION OF LIABILITY SHALL APPLY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THERE, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT TEMPOTRADER SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

The Service is controlled and offered by TempoTrader from its facilities in the United States of America. TempoTrader makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.

17. Ability to Accept Terms of Use

You affirm that you are at least 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use.

18. Assignment

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by TempoTrader without restriction.

19. General

You agree that: (i) the Service shall be deemed solely based in Florida; and (ii) the Service shall be deemed a passive website that does not give rise to personal jurisdiction over TempoTrader, either specific or general, in jurisdictions other than Florida. These Terms of Use shall be governed by the internal substantive laws of the State of Florida, without respect to its conflict of laws principles. Any claim or dispute between you and TempoTrader that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in Leon County, Florida. These Terms of Use, together with the Privacy Notice at URL and any other legal notices published by TempoTrader on the Service, shall constitute the entire agreement between you and TempoTrader concerning the Service. If a court of competent jurisdiction deems any provision of these Terms of Use invalid, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect, and such a decision of invalidity shall not disclaim such provision outside of that court’s jurisdiction. No waiver of any term of this these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and TempoTrader’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. TempoTrader may amend these Terms of Use at any time and without notice, and it is your responsibility to review these Terms of Use for any changes. Your use of the Service following any amendment of these Terms of Use will signify your assent to and acceptance of its revised terms.