This Master Services Agreement (“Agreement”) is entered into between Tempo Inc., a Mississippi corporation located at 601 Dr Martin Luther King Jr Blvd Ste A, Clarksdale, Mississippi 38614 (“Tempo Inc”), and the customer entity signing an Order Form referencing this Agreement (“Customer”).

This Agreement governs the provision of Tempo Inc’s services to the Customer. By executing an Order Form that references this Agreement, both parties agree to these terms.

1. Definitions

• Affiliate: Any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• Authorized User: An employee, faculty member, student, or contractor of Customer authorized to access and use the Services under the Customer’s account.
• Customer Data: All electronic data, text, documents, or other materials submitted to the Services by Customer and its Authorized Users, including post-award research and financial data.
• Generated Content: The reports, analyses, summaries, and other output generated by the Services based on the Customer Data.
• Order Form: The ordering document specifying the Services to be provided, including subscription term, number of users, and fees.
• Services: The Tempo Inc software platform and any related services provided to Customer.

2. The Services

1. Provision of Services: Tempo Inc will make the Services available to Customer and its Authorized Users pursuant to this Agreement and the applicable Order Form.
2. Customer Responsibilities: Customer will (a) be responsible for its Authorized Users’ compliance with this Agreement; (b) be responsible for the accuracy, quality, and legality of Customer Data; (c) use reasonable efforts to prevent unauthorized access to the Services; and (d) use the Services only in accordance with applicable laws.
3. Restrictions: Customer will not (a) sell, resell, rent, or lease the Services; (b) use the Services to store or transmit infringing, libelous, or otherwise unlawful material; (c) attempt to gain unauthorized access to the Services or their related systems; or (d) reverse engineer, decompile, or disassemble the Services.

3. Intellectual Property Rights

1. Tempo Inc’s Rights: Tempo Inc owns all right, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to Customer other than as expressly set forth herein.
2. Customer’s Rights: As between Tempo Inc and Customer, Customer owns all right, title, and interest in and to all Customer Data and Generated Content.
3. License to Tempo Inc: Customer grants Tempo Inc a limited, non-exclusive, revocable license to host, copy, transmit, and display Customer Data solely as necessary for Tempo Inc to provide the Services in accordance with this Agreement. This license does not include the right to use Customer Data to train general AI models for the benefit of other customers without separate, explicit written consent from the Customer.

4. Fees and Payment

1. Fees: Customer will pay all fees specified in the applicable Order Form. Payment obligations are non-cancelable and fees paid are non-refundable, except as otherwise specified in this Agreement.
2. Invoicing and Payment: Fees will be invoiced in advance in accordance with the Order Form. Unless otherwise stated, invoiced charges are due net 30 days from the invoice date.

5. Confidentiality

1. Definition: “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Customer Data is the Confidential Information of the Customer.
2. Protection: The Receiving Party will use the same degree of care that it uses to protect its own confidential information (but not less than reasonable care) and will not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement.

6. Warranties and Disclaimers

1. Mutual Warranties: Each party represents and warrants that it has the legal power to enter into this Agreement.
2. Tempo Inc Warranty: Tempo Inc warrants that the Services will perform materially in accordance with the applicable documentation. For any breach of this warranty, Customer’s exclusive remedy is as provided in Section 9 (Termination).
3. Service Level Agreement (SLA): The Services shall be provided in accordance with the SLA, which may be attached as an addendum to an Order Form. The SLA will define uptime commitments, support services, and any applicable service credits.
4. Disclaimer: Except as expressly provided herein, Tempo Inc makes no warranties of any kind, whether express, implied, statutory, or otherwise. The Services are not intended for use in contexts requiring compliance with HIPAA or FISMA, and Customer agrees not to use the Services to store or process data subject to such regulations without a separate, written Business Associate Agreement or other relevant compliance agreement with Tempo Inc.

7. Indemnification

1. By Tempo Inc: Tempo Inc will defend Customer against any claim that the Services infringe a third party’s intellectual property rights and will pay any damages finally awarded.
2. By Customer: Customer will defend Tempo Inc against any claim arising from a breach of this Agreement or the unlawful use of Customer Data by the Customer.

8. Limitation of Liability

1. Limitation of Liability: In no event shall either party's aggregate liability arising out of this Agreement exceed the total amount paid by Customer hereunder in the 12 months preceding the first incident.
2. Exclusion of Consequential Damages: In no event shall either party be liable for any lost profits, revenue, or for any indirect, special, incidental, or consequential damages.

9. Term and Termination

1. Term: This Agreement commences on the date of the first Order Form and continues until all subscriptions have expired or been terminated.
2. Termination for Cause: A party may terminate this Agreement for cause upon 30 days' written notice of a material breach if such breach remains uncured.
3. Data Portability and Deletion: Upon termination, Tempo Inc will make all Customer Data and Generated Content available for export for a period of 30 days and will thereafter securely delete it.

10. General Provisions

1. Governing Law: This Agreement is governed by the laws of the State of Mississippi.
2. Amendments: No modification of this Agreement is effective unless it is in writing and signed by both parties. Tempo Inc may update its Privacy Policy or other policies by providing Customer with 30 days’ written notice of material changes.
3. Entire Agreement: This Agreement, including all Order Forms and addenda, constitutes the entire agreement between the parties.

Tempo Inc - Privacy Policy

Last Updated: June 19, 2025

1. Introduction

Tempo Inc, Inc. (“Tempo Inc,” “we,” “us”) is committed to protecting your privacy. This Privacy Policy explains how we collect, use, and protect information when you use our services (the “Services”). This policy is designed to be transparent and to comply with applicable data protection laws.

2. Information We Collect

• Customer Data: We process data that our customers (e.g., universities) and their authorized users upload to our Services. This includes post-award data, documents, and other content. We are a data processor for this information, and our Customer is the data controller. Our processing of Customer Data is governed by our Master Services Agreement with our customers.
• Account and Usage Information: We collect information necessary to create and maintain your user account and to improve our Services. This includes:
  • Account Information: Names and email addresses of authorized users.
  • Usage Information: Service metadata, log data, feature usage, and technical information about your device and browser.
  • Cookie Information: We use necessary cookies to operate and secure our website and Services.

3. How We Use Information

• To Provide and Maintain the Services: We use the information we collect to operate, secure, and improve our Services.
• To Communicate with You: We use your contact information to send service-related announcements, support updates, and administrative messages.
• For Analytics (Anonymized Data): We may use aggregated and anonymized Usage Information to analyze trends and improve our product, but this data will not contain any personally identifiable information. We do not use Customer Data to train our general AI models unless we have explicit, separate consent from the Customer.

4. Data Sharing and Disclosure

• With Sub-processors: We may use third-party vendors (e.g., cloud hosting providers like AWS or Google Cloud) to help us provide the Services. We maintain a list of our sub-processors and ensure they meet strict data protection standards.
• For Legal Reasons: We may disclose information if required by law or in response to a valid legal request.
• With Customer Consent: We may share information as directed by our Customer.

5. Data Security

• Encryption: All data is encrypted in transit using TLS and at rest using AES-256 or a similar industry standard.
• Access Control: We enforce strict, role-based access controls to ensure that only authorized personnel have access to Customer Data.
• Incident Response: We have a plan in place to respond to any data security incidents promptly.

6. Compliance with Educational Privacy Laws (FERPA)

• Role as a "School Official": When handling student education records, Tempo Inc acts as a "School Official" with a "legitimate educational interest," as defined under FERPA.
• Use of Data: We will only use personally identifiable information (PII) from student records for the purpose of providing our Services to the educational institution. We will not use this data for any other purpose, such as targeted advertising.
• Data Control: The educational institution remains in control of all student records.

7. Data Retention

We process Customer Data for the duration of the contract with our Customer. Upon termination, we will delete or return all Customer Data in accordance with the terms of our agreement. We retain account information for as long as your account is active or as needed to comply with our legal obligations.

8. Your Rights

If you are an authorized user of a Tempo Inc customer, you should direct any privacy-related requests to your institution’s administrator. If you have questions about our practices, you can contact us directly.

9. Changes to this Policy

We may update this Privacy Policy from time to time. If we make material changes, we will notify our customers through their account administrator or by other means to provide an opportunity to review the changes before they become effective.

10. Contact Us