Tempo Automation Inc. provides printed circuit board assemblies (“Products”), which you can order through our website at www.tempoautomation.com (including any other websites or domains owned or operated by us and used in connection with the Services, the “Site”). Your use of the Site, as well as any orders you place with us for Products, are subject to the terms of a legal agreement (the “Agreement”) between you and Tempo Automation that includes these Terms and Conditions, our Privacy Policy, found here (the “Privacy Policy”) and any other terms, rules, guidelines or policies applicable to the Site or the Services and posted by Tempo Automation on the Site (together with the Privacy Policy, collectively the “Policies”). BY USING ANY PORTION OF THE SITE, PLACING AN ORDER, OR BY CLICKING “ACCEPT” OR “AGREE” TO THESE TERMS AND CONDITIONS YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTOOD, ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THE AGREEMENT. If you do not agree to or cannot comply with any term of this Agreement, then you should not access or use the Site or order any Products, as Tempo Automation permits you to use the Site and order Products only upon the condition that you accept all of the terms contained in the Agreement. In this Agreement, “Tempo Automation”, “we” or “us” means Tempo Automation Inc. When this Agreement refers to “you” or a “Customer”, it applies to you or the entity on whose behalf you are using the Site or placing an Order.

By using the Site or placing an order for Products, you represent and warrant to us that you are at least 18 or the age of majority in your jurisdiction required to form a binding contract. If you are using the Site or placing an Order on behalf of an entity, you represent and warrant that you have the authority to bind that entity to the terms of this Agreement.

We may from time to time modify this Agreement (including the Policies). Those changes will become effective immediately upon posting on the Site or our other notice of such changes to you. You are responsible for reviewing and becoming familiar with any modifications. Your access or use of the Site or placement of Orders after posting or other notification to you of changes to this Agreement constitutes your acceptance of the Agreement as changed with respect to use of the Site or orders for Products placed after such change.

  1. Ordering Process. Using the quotation request form made available to you by us through the Site, you may prepare and submit a request for a quotation for Products. You must provide all of the information required by the quotation request form in a format acceptable to us (the “Build Information”), including without limitation the design file, technical specifications for the Product (the “Specifications”) and the bill of materials (the “BOM”). If we do not feel that we can assemble the Products requested or otherwise do not accept your request, we will notify you via email, and may suggest changes that would enable us to accept your request. If we accept your initial quotation request, or if we agree on revised Build Information or other changes to your initial quotation request through subsequent email or other written communications (“Pre-Quote Changes”), we will provide you with a quotation for the applicable Products, including estimated delivery time, pricing and the total cost for the order (the “Quotation”). Quotations are valid for a period of thirty (30) days or such other period of time as is identified in the Quotation. You can accept the Quotation during that period and place an order for the applicable Products (an “Order”) by using the functionality made available through the Site for such purpose. Once an Order has been placed, it cannot be changed except with our written consent (changes consented to by us in writing are referred to as “Post-Order Changes”). In addition to the terms of this Agreement, each Order incorporates the Build Information, any Pre-Quote Changes, the Quotation and any Post-Order Changes. In the event of a conflict, an Order shall be interpreted to give priority as follows: (1) Post-Order Changes, (2) Quotation, (3) Pre-Quote Changes, (4) Build Information and (5) the other terms of this Agreement.

  2. Reservation of Rights. We reserve the right to reject any request and to place limitations and restrictions on the types of Orders we will accept, such as minimum and maximum order sizes, limitations on the Specifications we can accept or limitations on the components we can obtain or use. We will make reasonable efforts to notify you of those limitations and restrictions on the Site.

  3. Responsibility for Design and Other Information. You acknowledge that you are solely responsible for the design of the Products and other Build Information and for any other information, materials or technology supplied by you (collectively “Your Information”). Although Tempo Automation may provide comments and/or suggested changes to Your Information in connection with Pre-Order Changes, Post-Quote Changes or otherwise, Tempo Automation will have no liability for any such comments or suggested changes or any errors, omissions or other deficiencies in Your Information, including without limitation your design. You represent and warrant to us that the information you provide to us in connection with an Order, including without limitation the information in your Quotation Request or in any communications with respect to Pre-Quote Changes or Post-Order Changes, is accurate and complete.

  4. Account. Tempo Automation may provide you with the ability to create and maintain an account with Tempo Automation for your use of the Site and placement of Orders. As part of the registration process for an account, you will be required to provide certain information to us. The information you provide in the registration process, or in updating such information, is referred to as “Registration Data”. You agree that all Registration Data you provide to us will be and will remain accurate, current and complete and you agree to update this information to keep it accurate, current and complete. You are solely responsible for maintaining the confidentiality of your account log in information and password. You agree not to use the email, username, password or account of another user, or to permit anyone else to use your username, password or account. If you become aware of any unauthorized use of your username, password or account, you agree to notify us immediately. You are solely responsible for all activities that occur under your account. You acknowledge that you do not own your account, nor do you possess any rights of access to data stored in your account. You acknowledge and agree that Tempo Automation owns any information or data resulting from your use of the Site.

  5. Cancellation or Suspension of Orders. You may suspend an Order for up to ten (10) business days, or cancel an Order, by providing us with written notice. If you suspend on Order for more than ten (10) business days or completion of the Order is otherwise delayed for more than ten (10) business days due to your fault, your Order will be deemed cancelled. If assembly is complete at the time of cancellation we will invoice you for, and you agree to pay, the full price for the Products as set forth on the Quotation. If assembly is not yet complete, we will invoice you for, and you agree to pay, all costs incurred by us in connection with the cancelled Order plus charges for labor through the date of cancellation. In such event, we will use reasonable efforts to cancel orders for materials not yet shipped and otherwise mitigate our costs. Upon payment by you of the above amounts, upon request we will deliver to you at your expense any materials the cost of which was invoiced to you.

  6. Pricing. Pricing for Products is in U.S. dollars as set forth in the applicable Quotation. Pricing is exclusive of any taxes, levies, or duties, and you are wholly responsible for any taxes, levies or duties that may arise out of this Agreement or your purchase or use of Products, including without limitation sales, use or value-added taxes. Unless otherwise provided on the Quotation, shipping and handling charges for standard same day (if in the San Francisco Bay Area) or overnight (if outside the San Francisco Bay Area, within the US) shipping with a courier selected by Tempo Automation and our standard packaging are included in the quoted pricing. Shipping or packaging pursuant to another method is in our discretion and may result in additional charges. Post-Order Changes requested by you, or design issues or other errors or omissions by you with respect to Build Information, may also result in additional charges.

  7. Payment. Unless we have approved you for credit for an Order, payment for Products is due in advance at the time of purchase. Credit approval is on an Order by Order basis and in our discretion. Unless otherwise agreed by Tempo Automation, if credit is approved, payment terms are net thirty (30) days from the date of invoice. Amounts not paid when due are subject to a finance charge of 1.5% per month (or part of a month), or the maximum permitted by law, whichever is less, plus all reasonable expenses of collection.

  8. Assembly. Components used by us in assembly of Products are based on the BOM. Unless we agree otherwise in writing, components must be components that we can source from our standard vendors, and are purchased on a per Order basis. We do not store or otherwise promise to inventory any components unless agreed in writing. If we agree to accept consignment of components as part of an Order, we will provide suitable bin locations for the consignment stock and store the consignment stock at our expense. However you will remain liable for all risk of loss of consignment stock. Orders are assembled in one continuous process. We will not assemble a portion of and Order and then suspend or delay assembly of another portion at your request. We do not permit on-site visits or customer involvement in the assembly process for Products.

  9. Delivery. Unless otherwise provided on the Quotation, all Products are shipped Ex Works our place of business (Incoterms 2010). You assume risk of loss when we deliver the goods to a carrier at that location. Unless otherwise agreed, packaging of all Products is pursuant to our standard packaging and shipment of all Products for delivery in the San Francisco Bay Area is via same day courier and shipment of all Products for delivery in the United States, but outside the San Francisco Bay Area, is via overnight courier, with the courier selected by us. We do not ship outside the United States. You are solely responsible for any shipment outside the United States, including compliance with applicable laws, regulations or governmental orders and payment of all duties, tariffs and other fees. You agree that you will not, and will use best efforts to ensure that others do not, export, sell, transfer or divert the Products and related technology in violation of any applicable import/export laws, regulations, or government orders or without obtaining all necessary license or approvals. We will use commercially reasonable efforts to meet quoted delivery times and agreed delivery dates. However delivery times and dates are estimates and we cannot guarantee they will be met. Unavailability of components, errors or omissions in your Build Information or other delays caused by you, Post-Order Changes and other similar circumstances outside of our control, among other things, can affect our ability to meet posted delivery times or agreed delivery dates.

  10. Warranty and Returns. Tempo Automation warrants that the Products will be free from defects in materials and workmanship and will conform in all material respects to agreed Specifications for a period of 30 days from the date of shipment. If a Product fails to conform to the foregoing warranty and a valid claim is received within the warranty period, Tempo Automation will, as your sole and exclusive remedy for breach of such warranty, at our option either (a) repair the Product, (b) replace the Product or (c) provide you with a credit or refund for the purchase price paid by you for the Product. This express warranty shall extend to you only and not to your customers or distributors or any other party. Modification of the Products after shipment voids this warranty. Warranty claims are further excluded to the extent they arise out of (i) force majeure events or other external causes, (ii) accident, misuse, or other use of the Products outside of normal operating conditions, specifications, or environment, or (iii) third party products or the actions or omissions of anyone other than Tempo Automation. Products may not be returned to Tempo Automation for warranty claims without our prior authorization. EXCEPT FOR THIS EXPRESS WARRANTY, TEMPO AUTOMATION MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, OUR SERVICES OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, STATUTORY OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE.

  11. Software. We may from time to time offer downloadable plug-ins, mobile applications or other software for your use is connection with your use of the Site or our services (“Tempo Software”). Tempo Software is licensed to you on the terms and conditions set forth in the click-through or other license agreement(s) provided with or presented to you when you download such Tempo Software (“EULAs”). Nothing in these Terms and Conditions shall alter any term or condition of a EULA. In the event of a conflict between these Terms and Conditions and a EULA, the EULA will control with respect to the Tempo Software to which it applies. However, in the event that Tempo Software is made available to you on or through the Site without a EULA, you are licensed to use such Tempo Software solely for your own internal purposes in connection with your use of the Site or our services and in compliance with the technical limitations with which it is provided, and may not otherwise use such Tempo Software or modify, copy, reproduce, republish, publicly display, translate, rent, lease, loan, sell, transmit, distribute or otherwise exploit such Tempo Software for any commercial purposes or any other purposes whatsoever. This license is subject to termination at any time by Tempo Automation for any reason upon notice to you.

  12. Force Majeure. Neither party shall be liable to the extent its performance under this Agreement is prevented, hindered or delayed due to any cause beyond its reasonable control, such as acts of God, fire, flood, earthquake or other natural disaster, acts of any government, war, embargo, riot, acts of terrorism, strike or other labor action, power failures, component or material shortages, or interruption of internet or other communication method.

  13. Indemnity. You agree to indemnify and hold harmless and (at our request) defend Tempo Automation and our affiliates, officers, directors, employees, agents, and representatives (collectively the “Indemnified Parties”) from and against any claim, liability, loss, damage, cost and expense, including reasonable attorneys' fees, that directly or indirectly is caused by or arises out of (a) the Products or Your Information or use thereof, (b) your infringement, misappropriation or violation, or the infringement, misappropriation or violation by the Products or Your Information, of any rights of another person or entity, including without limitation, any patent, copyright, trademark, mask work, trade secret or other intellectual property right or publicity, confidentiality or privacy right, or (c) your violation of this Agreement.

  14. Limitations of Liability. IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY OTHER PERSON FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF WE HAVE BEEN ADVISED TO THE POSSIBILITY OR COULD HAVE FORESEEN SUCH DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. WITHOUT LIMITING THE FOREGOING, OUR TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY YOU TO TEMPO AUTOMATION UNDER THIS AGREEMENT, AND OUR TOTAL LIABILITY TO YOU WITH RESPECT TO ANY ORDER SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO TEMPO AUTOMATION UNDER SUCH ORDER. Applicable law may not allow the limitation or exclusion of certain damages or liability, so the limitations in this Section and elsewhere in this Agreement may not apply to you. To the extent that in a particular circumstance any limitation on damages or liability set forth in this Agreement is prohibited by applicable law or held to be unenforceable, then the limitations on damages and liability in this Agreement will apply to the maximum extent permitted by applicable law in that particular circumstance.

  15. Governing Law; Venue; Limitation of Claims. This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA without regard to its conflicts of laws principles. You hereby consent to exclusive jurisdiction and venue in the state and federal courts in the County of San Francisco, State of California, USA for resolution of any and all controversies, disputes, demands, counts, claims, or causes of action arising out of or relating to this Agreement. You and Tempo Automation submit to the personal jurisdiction of such courts for those purposes. Any claim you have under this Agreement must be brought within one (1) year after the cause of action arises.

  16. Notices. Applicable law may require that we notify you of certain events, or this Agreement may require that we provide notice to you in certain circumstances. You acknowledge and consent that all such notices to you may be delivered to you and will be effective if they are (i) personally delivered or sent by means of overnight or express courier or certified mail, postage prepaid, to you at the address provided by you to Tempo Automation in registering for a Tempo Automation account or in placing an Order or (ii) emailed to the primary email for you associated with your Tempo Automation account. All notices by you to Tempo Automation relating to this Agreement must be personally delivered or sent by means of overnight or express courier or certified mail, postage prepaid, to Tempo Automation at: Tempo Automation, 1500 Michigan Street, San Francisco, California 94124, Attn: Legal Department. Should you have any questions concerning this Agreement, or if you desire to contact us for any reason, please write to us at the above address, Attn: Legal Department, or email us at support@tempoautomation.com

  17. Intellectual Property. Each party owns and shall retain all right, title and interest in its pre-existing intellectual property and in intellectual property newly created or developed by such party, whether developed by such party in the course of performance under this Agreement or otherwise.

  18. Confidentiality. This Agreement incorporates the terms of the Non-Disclosure Agreement executed between us (the “NDA”), if any. All information disclosed or provided pursuant to this Agreement that falls within the definition of “Confidential Information” in the NDA will be considered Confidential Information for purposes of this Agreement and the NDA and subject to the terms of the NDA. Notwithstanding anything to the contrary in the NDA, the purpose for which the receiving party may use Confidential Information of the other party disclosed or provided pursuant to this Agreement will include use in furtherance of this Agreement and the activities described in this Agreement. Please note that while we take reasonable steps to safeguard and to prevent unauthorized access to personal information or Confidential Information that we store or process, no safeguards are impenetrable. We cannot be responsible for the acts of those who gain unauthorized access by circumventing those safeguards, and we make no warranty, express, implied, or otherwise, that we will prevent unauthorized access to personal information or Confidential Information.

    [Notwithstanding anything herein to the contrary, each of us may, during and after the term hereof, use in our business any Residual Information. “Residual Information” means the ideas, know-how and techniques that would be retained in the unaided memory of an ordinary person skilled in the art, not intent on appropriating the proprietary information of the disclosing party, as a result of such person’s access to, use, review, evaluation, or testing of the Confidential Information of the disclosing party for the purposes described herein. An employee's memory is unaided if the employee has not intentionally memorized the confidential information for the purpose of retaining and subsequently using or disclosing it. Nothing in this paragraph, however, shall be deemed to grant to the receiving party a license under the disclosing party’s intellectual property rights.]

  19. General. We are an independent contractor, and this Agreement does not create a relationship such as a partnership, franchise, joint venture, agency, master/servant, or employment relationship. This Agreement contains the entire understanding and agreement of the parties with respect to the matters contained herein and supersedes any prior or contemporaneous understandings or agreements, whether written or oral, between the parties with respect to such matters. If any provision of this Agreement is found by a court having jurisdiction to decide on the matter to be illegal or unenforceable, then that provision will be enforced to the maximum extent possible and the remaining provisions of the Agreement will continue in full force and effect, No term or provision of this Agreement will be considered waived and no breach excused except pursuant to a written waiver or consent signed by the party granting the waiver or consent. All provisions of this Agreement that expressly or by their nature survive termination of this Agreement or any Order will survive expiration or termination of this Agreement or such Order. We reserve the right to assign our rights and obligations under this Agreement, however except with our prior written consent, you may not assign any of your rights or obligations under the Agreement. All rights and remedies of Tempo Automation hereunder are cumulative and in addition to those at law and in equity.

Last modified: May 25, 2016