This Creator Agreement (“Agreement”) was made and updated on June 12th, 2023, by Tempo LLC (“Tempo” or “Company”). This is an agreement between you (the “Creator”), who makes and/or uses our course content system. By executing this agreement, you automatically adhere to our community guidelines, privacy policy, and terms of conditions. Below lies additional conditions,
WHEREAS Tempo owns and operates a mobile application that allows users to create and sell online courses on Tempo (“App”); and
WHEREAS Creator desires to create courses for sale on the App, host advertisements within their courses on the app, and/or distribute their course on Tempo;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
a) You will keep up to date, account & payment information.
b) You do not spread misleading content.
c) You shall not list and publish any courses that require us to obtain licenses.
Course Advertisement. You grant Tempo the right or license to advertise, market, and exploit your “Published Content” (Courses, announcements, ratings, reviews, etc.). You authorize Tempo to sublicense your content to third-parties. If opposed, you have a right to submit a formal agreement to Tempo that is acknowledged and gives Tempo 60 days after acknowledgment to withdraw content from desired sources. We can use your “Published Content” for advertising, marketing promotion, and tailoring the customer experience to better the platform. You grant Tempo your right to use your brand which includes, but not limited to, your character, name, likeness, voice and image in promoting and boosting Tempo’s brand or selling our Services, and you waive any rights of privacy, publicity, or other rights of a similar nature, to the extent permissible under applicable law.
Creator and/or Audience safety. Tempo can remove content, suspend payouts, and/or ban creators for any reason at any time, without prior notice, for including, but not limited to, any of below:
a) Inappropriate behavior, content, or conduct.
b) Violations and breaches of the Community Guidelines or any other active Tempo agreement.
c) Content below technical standards, best practices, or content that would be making viewership unpleasant to a reasonable prudent person in similar circumstances as defined by Tempo.
d) Third-party agreements between the Creator and others, that contradict or are not in harmony with this agreement.
e) Content that is abusive to other competition (and would offend any objectively reasonable competitor).
f) Content that places Tempo in a negative association, or bad or false light.
g) Any other content which is not in the best interest of Tempo (and its removal is in the best interest of Tempo).
Course Ownership. Creator retains all rights, title, and interest in and to the courses that Creator creates for sale on Tempo or distributes for free. You give Tempo free access, when necessary, for example, to restore your account or help with customer service.
Intellectual Property. Creator represents and warrants that the courses created by Creator do not infringe on any third-party intellectual property rights. Creator agrees to indemnify and hold harmless Tempo from any claims, damages, or expenses arising out of any intellectual property infringement claims related to the courses.
Revenue Sharing. Tempo agrees to pay Creator the appropriate amount depending on the subscription or payment agreed for the course. The revenue generated from the sale of Creator’s courses on the App shall go to Tempo and Creator. Payment shall be made on a monthly basis. If on royalty plan, Tempo keeps 10% of revenue made per course. If on Tempo’s subscription plan, Tempo collects an equivalent payment of $25 dollars per month.
Payments. Payments will be made through your Creator Wallet which is powered by Stripe. Taxes shall not be held liable on Tempo. You agree to be ultimately responsible for your own Taxes.
Refunds. Audiences have a right to request a refund within 24 hours of buying a course. Tempo will have a responsibility, within its power and acknowledgment, to refund a course within 30 days of purchase. Tempo can either deduct this amount from your next payment, pay immediately, or refund the funds in the most appropriate manner for both parties. Tempo can deem a refund ineligible if courses are finished within an unreasonable short amount of time and/or if the course is recorded in any way. It is ultimately up to Tempo’s discretion if we find the refund redeemable.
Trademarks. You may not use any trademarks that are not available to you. You cannot use any of Tempo trademarks unless given written permission, or only if Tempo deems it in a positive manner.
Content Guidelines. Creator agrees to create courses that comply with the content guidelines set forth by Tempo. Tempo reiterates that Creator agrees not to create courses that are illegal, defamatory, or in violation of any third-party intellectual property rights. You are responsible for any content, courses, announcements, or any “Published Content.”
Injunctive Remedy
You acknowledge and agree: (a) that the restrictions contained in this Agreement are reasonable and necessary to protect the legitimate interests of the Company ; (b) that a breach of any of these provisions by you will subject the Company to irreparable harm; (c) that remedies at law and monetary damages for any such breach will be inadequate; and (d) that the Company, or any successor entity, shall therefore be entitled to injunctive relief in any court of competent jurisdiction to enjoin any such breach or threatened breach, together with the costs incurred in bringing such action (including but not limited to the Company’s attorneys’ fees), and such provable money damages as may be awarded by any such court. You also agree that if Company prevails in any action to enforce this Agreement, Company will be entitled to recover its fees and costs, including but not limited to its attorneys’ fees. Additionally, if you violate any of the terms of the restrictive covenant obligations set forth herein, all such restrictions shall be automatically extended by the period you were in violation of them.
Survival
The restrictive covenants set forth in this Agreement shall survive termination of your association with the Company or termination of this Agreement for any reason, whichever occurs later, and shall continue to be binding upon you in accordance with the terms of those provisions. The rights and obligations of the Company set forth herein shall be binding upon the Company’s successors and assigns.
Enforceability
If a court of competent jurisdiction determines that any portion of this Agreement is illegal, invalid or unenforceable, then that portion shall be considered to be modified, amended and limited to the extent necessary to render the same valid and enforceable, and it shall not affect the legality, validity or enforceability of the remainder of the Agreement, which shall continue in full force and effect.
Mediation
If a disagreement exists between the parties concerning this agreement, either party may require the other party to submit the reasons for its position, in writing, and then to enter into good-faith negotiations to attempt to resolve the disagreement. If such disagreement cannot be settled by good faith negotiation between the parties, and if the continued failure to settle such disagreement is likely to have a material adverse impact on the agreement, either party may elect to submit the disagreement to mediation under the applicable Mediation Rules of the American Arbitration Association. If either party so elects, the other party shall submit to mediation. The mediator shall not have authority to impose a settlement upon the parties, but will attempt to help them reach a satisfactory resolution of the disagreement. The mediator shall end the mediation whenever, in his judgment, further efforts at mediation would not contribute to a resolution of the submitted disagreement.
Arbitration Reference Clause
If mediation proves ineffective, then any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its applicable Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
DTSA Notice
In accordance with the federal Defend Trade Secrets Act, the Company notifies you of the following: An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order.
Termination. Either party may terminate this agreement at any time for any reason. A creator can terminate by withdrawing from the application (deleting account) or being removed from the application. Tempo may also terminate this Agreement immediately if the Creator breaches any provision of this Agreement. As a creator, you can terminate the contract; however, the licensing, rights, terms, and all rules originally in this contract hold up to one year after termination. As a user or creator, community guidelines in perpetuity.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Mississippi, without giving effect to its conflict of laws provisions.
Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.
IN WITNESS WHEREOF, you accept this agreement by acknowledging and moving forward to creating a Creator account on Tempo.
By the Tempo Team,
Enjoy Creating with Us!