Terms and Conditions

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE PAYABLE SOFTWARE OR ACCESSING THE TIEMPO LABS SERVICE.  

This page contains the Terms and Conditions (the “T&C”) governing your use of Tiempo Labs’s proprietary software (the “Payable Software”) and any related service, website, application, plug-in, component, extension, functionality, or program (collectively, the “Tiempo Labs Service”) created by Tiempo Labs, Inc. (“Tiempo Labs”, “Payable”, “us” or “we”).  These T&C, along with any service agreements, statements of work, or orders relating to the Tiempo Labs Service (each, a “Service Agreement”) executed by you (“you” or “User”) or accepted by you via email or online and any other documents incorporated into these T&C or any Service Agreement constitute a legally binding agreement (the “Agreement”) between User and Tiempo Labs. In the event of a conflict or inconsistency between the provisions of these T&C and those of a Service Agreement, the Service Agreement shall control.

By executing or accepting a Service Agreement with Tiempo Labs, registering with Tiempo Labs, downloading the Payable Software and/or using the Tiempo Labs Service, you agree to these T&C either for yourself or on behalf of your employer or another entity. If you are accepting and/or executing on behalf of your employer or another entity, you represent and warrant that you have the full legal authority to bind your employer or such entity to these T&C. If you do not have such legal authority, or you do not agree with the T&C, you must not accept these T&C and you may not use the Tiempo Labs Service.

By executing a Service Agreement with Tiempo Labs and/or completing the registration process for the Tiempo Labs Service, you represent and warrant that you have read, understand, have the legal capacity to, and hereby agree to be legally bound by this Agreement.

Tiempo Labs reserves the right, at its sole discretion, to change, modify, add or remove portions of these T&C at any time, for any reason or for no reason. We will notify you of any material changes by posting the amended T&C on the Tiempo Labs Website at www.payable.com/terms. You must review these T&C on a regular basis to keep yourself apprised of any changes. If you do not agree to the revised terms and conditions, your sole recourse is to immediately stop using the Tiempo Labs Service. Your continued use of the Tiempo Labs Service following any changes to these T&C indicates your acceptance and agreement to any and all such changes.

Payable provides an online platform that allows independent contractors (“Contractors”) to track the amount and type of work they perform for companies (“Companies”), initiate invoices, and receive payments from Companies. For purposes of clarity, “User,” as used herein, shall include but not be limited to Contractors and Companies. Payable’s responsibilities are limited to: (a) maintaining the Platform and (b) serving as the payment collection agent of each Contractor for the purpose of accepting payments from Companies on behalf of the Contractor. Payable is not a party to any agreement entered into between Companies and Contractors.

To access and use the Tiempo Labs Service, you will be required to register with Tiempo Labs by completing a registration form and designating a user identification and password. When registering with Tiempo Labs you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Tiempo Labs Service’s registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Tiempo Labs Service (or any portion thereof).

You may not authorize any third party to access or use the Tiempo Labs Service on your behalf. You are responsible for maintaining the confidentiality of the user identification and password, and are fully responsible for all activities that occur under your user identification or password. You agree to immediately notify Tiempo Labs of any unauthorized use of your user identification or password or any other breach of security. Tiempo Labs cannot and will not be liable for any loss or damage arising from any unauthorized use of your account.

By providing us with your email address, you agree to receive all required notices electronically, to that email address. From time to time, Tiempo Labs may use this email address to send you notifications about product updates and improvements, company news and events, and updates from our community.

Use of the Tiempo Labs Service may be available through a compatible mobile device, Internet access and may require downloading the software, plug-ins and/or applications. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.

TIEMPO LABS MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE TIEMPO LABS SERVICE AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF SUCH TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE TIEMPO LABS SERVICE.

General Terms

In order to receive payment, Contractors must provide to Payable their legal name, legal entity type, tax identification number (e.g., social security number or employer identification number), date of birth or date of formation, physical address, country, bank account number, and bank routing number.  Each Contractor agrees that payments made by Companies shall be considered the same as a payment made directly to such Contractor. Contractors can receive payment by ACH to their Designated Bank Account. 

Limited Payment Agency Terms

Once a Company has provided authorization for a transfer to Contractor, Company will not be able to cancel the electronic transfer. Payable may review certain potentially high-risk transactions. If a payment is subject to such payment review, Payable will place a hold on the payment and provide notice to the Company and Contractor, as applicable, either through their Payable account or by electronic mail. Payable will conduct a review and either clear or cancel the payment. If the payment is cleared, Payable will provide notice to the Company and Contractor, as applicable. Otherwise, Payable will cancel the payment and the funds will be returned to the Company.

Payment Terms

Contractors receive payment promptly following assessment of sufficient funds and typically within seven business days of Company transmitting such funds through the Tiempo Labs Service. Notwithstanding the foregoing, Payable provides no guarantee for such a payment timeline and may hold funds for up to 180 days if reasonably necessary to protect against the risk of liability or if you have violated these T&C. Payments to Contractors are dependent upon Companies processing funds through the Tiempo Labs Service. Payable agrees that it shall only be liable to Contractors to the extent that funds from Companies have been processed through the Tiempo Labs Service.  Payable does not guarantee payments to Contractors for amounts that have not been successfully received from Companies.

Payment processing services are provided by Stripe (the “Payment Processor”) and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these T&C or continuing to operate an account on the Tiempo Labs Service, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of the Tiempo Labs Service enabling payment processing services through Stripe, you agree to provide the Tiempo Labs Service accurate and complete information about you and your business, and you authorize the Tiempo Labs Service to share it and transaction information related to your use of the payment processing services provided by Stripe.

General Terms

The Tiempo Labs Service allows for transfer of funds between parties. If you transfer funds via a designated bank account specified by you through the Tiempo Labs Service (your ”Bank Account”), on or prior to the date you intend to transfer funds through the Tiempo Labs Service, you authorize Tiempo Labs and/or its Payment Processor to initiate debit entries to your Bank Account at the designated depository financial institution (your ”Bank”), and to debit your Bank Account in such amounts as are necessary to (i) fund your payment, (ii) pay any fees or charges associated with the Tiempo Labs Service, including, without limitation, finance charges, (iii) pay any debit, correcting or reversing entry initiated pursuant to this T&C which is later returned to Tiempo Labs, and (iv) pay any other amount that is owing under these T&C or in connection with the Tiempo Labs Service. This authorization is to remain in full force and effect until Tiempo Labs has received written notice from you of termination in such time and such manner as to afford Tiempo Labs and your Bank a reasonable opportunity to act upon it. You will maintain in your Bank Account as of the applicable settlement date and time immediately available funds sufficient to cover all credit entries you originate through Tiempo Labs. Your obligation to pay Tiempo Labs for each credit entry matures at the time Tiempo Labs transmits or otherwise delivers the credit entry to the Automated Clearing House (“ACH”) or gateway operator and is unaffected by termination of the Tiempo Labs Service. Tiempo Labs may set off against any amount you owe to it in order to obtain payment of your obligation as set forth in this Agreement. You acknowledge that the origination of ACH transactions to its account must comply with the provisions of U.S. law.

Payment Terms

Payment processing services are provided by Stripe (the “Payment Processor”) and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these T&C or continuing to operate an account on the Tiempo Labs Service, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of the Tiempo Labs Service enabling payment processing services through Stripe, you agree to provide the Tiempo Labs Service accurate and complete information about you and your business, and you authorize the Tiempo Labs Service to share it and transaction information related to your use of the payment processing services provided by Stripe.

Once a Company has provided authorization for a transfer to Contractor, Company will not be able to cancel the electronic transfer. Payable may review certain potentially high-risk transactions. If a payment is subject to such payment review, Payable will place a hold on the payment and provide notice to the Company and Contractor, as applicable, either through their Payable account or by electronic mail. Payable will conduct a review and either clear or cancel the payment. If the payment is cleared, Payable will provide notice to the Company and Contractor, as applicable. Otherwise, Payable will cancel the payment and the funds will be returned to the Company.

Insufficient Funds

If you do not have sufficient funds in your Bank Account to pay disbursements, fees or any other amounts due under these T&C at the time required, or if you refuse to pay, Tiempo Labs may (i) debit the account owned in whole or in part by you to pay disbursements, fees or charges, payroll taxes, or other amounts due, (ii) assess a $25 NSF fee, (iii) refuse to perform further services, and/or (iv) immediately terminate this Agreement. Tiempo Labs may assess finance charges on any amounts owing and unpaid ten (10) days after demand. Finance charges are assessed at a rate of 1.5% per month (18% per annum) or the highest amount permitted by law, whichever is less. Tiempo Labs may recover from you any costs including, without limitation, reasonable attorneys’ fees and expert witnesses’ fees Tiempo Labs may incur in connection with any termination of this Agreement or collection of amounts due hereunder.

In the event you choose to register for a paid account, you agree to the pricing, payment and billing policies as set forth (a) herein, (b) online and/or (c) in a separately executed or accepted Tiempo Labs Service Agreement or addendum thereto. All fees are non-refundable and non-transferable except as expressly provided in these T&C. All fees and applicable taxes, if any, are payable in United States dollars.

If your selected Tiempo Labs Service package requires a recurring subscription fee, your Tiempo Labs Service package will automatically renew, unless we terminate it, or you notify us on-line or by telephone or email support@payable.com of your decision to terminate your current Tiempo Labs Service subscription. You must cancel any such Tiempo Labs Service subscription before it renews in order to avoid billing to your credit card or debit to your bank account, as applicable, of subscription fees for the renewal term. All fees and charges are nonrefundable and there are no refunds or credits for partially used periods. If payment is made via bank wire or check you agree to remit the payment before the date specified on the Service Agreement.

We reserve the right to change our prices at any time. You authorize us to make any reasonably necessary inquiries to validate your account and financial information.  If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Tiempo Labs Service.

It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. Tiempo Labs is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction.

As previously stated, Tiempo Labs allows Companies to pay Contractors through the Tiempo Labs Service. Each Company assumes all liability for proper classification of such Contractors as independent contractors or employees based on applicable legal guidelines.

Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of Tiempo Labs.  Each User acknowledges that Tiempo Labs does not, in any way, supervise, direct, or control the work of any User. Tiempo Labs does not set work hours or location of work for any User.  Tiempo Labs will not provide any equipment, labor or materials needed for Users.

The Tiempo Labs Service is not an employment service and Tiempo Labs does not serve as an employer of any User. As such, Tiempo Labs will not be liable for any tax or withholding, including but not limited to unemployment insurance, employer’s liability, social security or payroll withholding tax in connection with a Company’s use of a Contractor.

You agree to indemnify, hold harmless and defend Tiempo Labs from any and all claims that a Contractor was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that a Contractor was misclassified as an employee (including, but not limited to, taxes, penalties, interest and attorney’s fees), any claim that Tiempo Labs was an employer or joint employer of a User, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits.

Tiempo Labs reserves the right to modify or discontinue, temporarily or permanently, the Tiempo Labs Service (or any part thereof) with or without notice. You agree that Tiempo Labs will not be liable to you or to any third party for any modification, suspension or discontinuance of the Tiempo Labs Service. You acknowledge that Tiempo Labs may establish general practices and limits concerning use of the Tiempo Labs Service, including without limitation the maximum period of time that data or other content will be retained by the Tiempo Labs Service. You agree that Tiempo Labs has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Tiempo Labs Service. You acknowledge that Tiempo Labs reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Tiempo Labs reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

We may make available software to access the Tiempo Labs Service via a mobile device (“Mobile Apps”). To use the Mobile Apps, you must have a mobile device that is compatible with the Tiempo Labs Service. Tiempo Labs does not warrant that the Mobile Apps will be compatible with your mobile device. Tiempo Labs hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Apps for one Tiempo Labs account on one mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Apps, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Apps to any third party or use the Mobile Apps to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Apps; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Apps, features that prevent or restrict use or copying of any content accessible through the Mobile Apps, or features that enforce limitations on use of the Mobile Apps; or (v) delete the copyright and other proprietary rights notices on the Mobile Apps. You acknowledge that Tiempo Labs may from time to time issue upgraded versions of the Mobile Apps, and may automatically electronically upgrade the version of the Mobile Apps that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Apps is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Apps or any copy thereof, and Tiempo Labs or its third party partners or suppliers retain all right, title, and interest in the Mobile Apps (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. Tiempo Labs reserves all rights not expressly granted under this Agreement. If the Mobile Apps are being acquired on behalf of the United States Government, then the following provision applies: Use, duplication, or disclosure of the Mobile Apps by the U.S. Government is subject to restrictions set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable. The Mobile Apps originate in the United States, and is subject to United States export laws and regulations. The Mobile Apps may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Apps may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Apps and the Service. Standard carrier data charges may apply to your use of our Mobile Apps, and User shall be responsible for any such charges.

The following applies to any Mobile Apps you acquire from the iTunes Store (“iTunes-Sourced Apps”): You acknowledge and agree that this Agreement is solely between you and Tiempo Labs, not Apple, and that Apple has no responsibility for the iTunes-Sourced Apps or content thereof. Your use of the iTunes-Sourced Apps must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iTunes-Sourced Apps. In the event of any failure of the iTunes-Sourced Apps to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the iTunes-Sourced Apps to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iTunes-Sourced Apps, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to Tiempo Labs as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the iTunes-Sourced Apps or your possession and/or use of the iTunes-Sourced Apps, including, but not limited to: (i) product liability claims; (ii) any claim that the iTunes-Sourced Apps fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to Tiempo Labs as provider of the software. You acknowledge that, in the event of any third-party claim that the iTunes-Sourced Apps or your possession and use of that iTunes-Sourced Apps infringes that third-party’s intellectual property rights, Tiempo Labs, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and Tiempo Labs acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as relates to your license of the iTunes-Sourced Apps, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the iTunes-Sourced Apps against you as a third-party beneficiary thereof.

Tiempo Labs Service

Tiempo Labs shall own and retain all right, title, and interest in and to the Tiempo Labs Service (except for any licensed content and software components included therein).  User agrees not to reverse engineer, decompile, disassemble, copy, alter, modify, or create derivative works of the Tiempo Labs Service or otherwise use the Tiempo Labs Service in any way that violates the use restrictions contained in these T&C. Tiempo Labs does not grant to User any license, express or implied, to the intellectual property of Tiempo Labs or its licensors. User further acknowledges and agrees that any information regarding the design, “look and feel”, specifications, components, functionality or operation and payment terms and pricing (if applicable) of the Tiempo Labs Service is considered the confidential and proprietary information of Tiempo Labs (collectively “Tiempo Labs Confidential Information”).

Derived Data 

User shall own and retain all right, title, and interest in and to any data derived from its use of the Tiempo Labs Service  (collectively, the “Derived Data”);  provided, however, that User hereby grants to Tiempo Labs a worldwide, perpetual, royalty-free, non-exclusive license to use (i) data generated as a result of User’s use of the Tiempo Labs Service solely for purposes of operating, maintaining and improving the Payable Software or the Tiempo Labs Service and (ii) non-identifiable aggregate data regarding User’s use of the Tiempo Labs Service compiled by Tiempo Labs solely for marketing purposes.

User-Provided Data

User shall retain all right, title and interest in and to all graphics, images, files, data and other information transmitted by User to Tiempo Labs in connection with its use of the Tiempo Labs Service (collectively, the “User-Provided Data”), provided, however, that User hereby grants to Tiempo Labs a worldwide, royalty-free, non-exclusive license to use the User-Provided Data for the purposes of fulfilling its obligations hereunder.  Tiempo Labs may not use the User-Provided Data for any other purpose without the prior express written consent of User.

You understand and agree that any information, materials, data, files, programs, ideas and opinions provided or made available by you through the Payable Software constitutes “User-Provided Data” under these T&C. Under no circumstances will Tiempo Labs have any obligation to review or scan User-Provided Data for purposes of measuring quality, filtering content or detecting the presence of malware.  User represents and warrants that the User-Provided Data does not include any inappropriate content, malware or any other elements that could result in harm to third parties or the Tiempo Labs Service.  

Tiempo Labs Logos and Designs

Tiempo Labs’s graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Tiempo Labs in the U.S. and/or other countries. Tiempo Labs’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without Tiempo Labs’s prior written permission. User Art. User shall retain all right, title and interest in and to all of User’s logos, promotional graphics and related marketing designs (collectively, the “User Art”), provided, however, that User hereby grants to Tiempo Labs a worldwide, royalty-free, non-exclusive license to use the User Art, as well as User’s corporate and/or trade name, for purposes of fulfilling its obligations hereunder and marketing Tiempo Labs’s products and services to third parties, subject to User’s right in each instance to approve the manner and form of such use (which approval shall be in writing and shall not be unreasonably withheld or delayed).

Unauthorized use of the Tiempo Labs Service (including but not limited to any of the prohibited actions set forth in this Section 10), or the resale of the Tiempo Labs Service without our prior written consent, is expressly prohibited. You shall not copy, sell, transfer, distribute, publish, or assign your license to the Tiempo Labs Service or the Payable Software in any format to any third party. In addition, you may not use the Tiempo Labs Service in any way that violates applicable federal, state, or international law, or for any unlawful purpose. Further, you may not use the Tiempo Labs Service to send, receive, or download messages or materials that are inappropriate or violate the intellectual property rights of Tiempo Labs or others.   You may not access the Tiempo Labs Service if you are a competitor of Tiempo Labs, except with Tiempo Labs’s express prior written consent. In addition, you may not access the Tiempo Labs Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.   You may not use or disclose any Tiempo Labs Confidential Information, except as otherwise explicitly set forth herein.   You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Tiempo Labs Service, or in any way reproduce or circumvent the navigational structure or presentation of the Tiempo Labs Service to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Tiempo Labs Service.   You may not attempt to gain unauthorized access to any portion or feature of the Tiempo Labs Service, or any other systems connected to the Tiempo Labs Service, or to any of the services offered on or through the Tiempo Labs Service, by hacking, password “mining” or any other illegitimate means. You may not harvest or collect user names, email addresses or any other User identifying information by electronic or other means for the purpose of sending unsolicited email or other communications.   You may not probe, scan or test the vulnerability of the Tiempo Labs Service, nor breach the security or authentication measures of the Tiempo Labs Service. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor of the Tiempo Labs Service, or any other customer of Tiempo Labs, including any Tiempo Labs account not owned by you, to its source, or exploit the Tiempo Labs Service or any service or information made available or offered by or through the Tiempo Labs Service, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Tiempo Labs Service.   Additionally, Tiempo Labs reserves the right, without limitation, to terminate your access to and use of the Tiempo Labs Service if, in our view, your conduct fails to meet any of the following guidelines for User conduct:

Tiempo Labs will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Tiempo Labs may involve and cooperate with law enforcement authorities in prosecuting users who violate these T&C. You acknowledge that Tiempo Labs has no obligation to monitor your access to or use of the Tiempo Labs Service or to review or edit any User-Provided Data, but has the right to do so for the purpose of operating the Tiempo Labs Service, to ensure your compliance with these T&C, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

You agree that Tiempo Labs, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Tiempo Labs Service and remove and discard any content within the Tiempo Labs Service, for any reason, including, without limitation, for lack of use or if Tiempo Labs (in its sole discretion) believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Tiempo Labs Service, may be referred to appropriate law enforcement authorities. Tiempo Labs may also in its sole discretion and at any time discontinue providing the Tiempo Labs Service, or any part thereof, with or without notice. You agree that any termination of your access to the Tiempo Labs Service under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that Tiempo Labs may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Tiempo Labs Service, except that, if you have made all payments owed to Tiempo Labs (if any) and Tiempo Labs terminates your account without cause, or if you terminate your account for convenience in accordance with this Agreement, then Tiempo Labs will retain your User-Provided Data in accordance with its then current retention policies and, upon your written request, provide you with tools to access such retained User-Provided Data. After the end of Tiempo Labs’s then current data retention period, Tiempo Labs may permanently delete your User-Provided Data on the Tiempo Labs Service. Further, you agree that Tiempo Labs will not be liable to you or any third-party for any termination of your access to the Tiempo Labs Service.

Protecting our users’ privacy is very important to Tiempo Labs. As a condition of downloading the Payable Software and using the Tiempo Labs Service, you agree to the terms of the Tiempo Labs Privacy Policy, which may be updated from time to time, as expressed in the most recent version that exists at the time of your use. The most current version of the Tiempo Labs Privacy Policy may be found at any time at www.payable.com/privacy. Information collected by Tiempo Labs may be stored and processed in the United States or any other country in which Tiempo Labs or its agents maintain facilities. By using the Tiempo Labs Service you consent to any such transfer of information outside of your country.

Additionally, by using the Tiempo Labs Service, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through the Tiempo Labs Service, please notify Tiempo Labs’s copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA).  For your complaint to be valid under the DMCA, you must provide the following information in writing:

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through the Tiempo Labs Service, please notify Tiempo Labs’s copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA).  For your complaint to be valid under the DMCA, you must provide the following information in writing:

Tiempo Labs’s Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows:

Attention:
Copyright Agent
Tiempo Labs, Inc.
73 Sumner St. #302
San Francisco, CA 94103
copyright@payable.com

For clarity, only DMCA notices should go to the Tiempo Labs, Inc. Designated Copyright Agent.  Any other feedback, comments, requests for technical support or other communications should be directed to Tiempo Labs via support@payable.com.

This Tiempo Labs Service may contain certain content, products, services and links to other independent third-party web sites, applications or related tools (“Third Party Materials”). These Third Party Materials are provided solely as a convenience to users of the Tiempo Labs Service. Such Third Party Materials are not under Tiempo Labs’s control, and Tiempo Labs is not responsible for and does not endorse such Third Party Materials, including any information or materials contained on such Third Party Materials. You will need to make your own independent judgment regarding your interaction with these Third Party Materials. Tiempo Labs’s privacy policy is applicable only when you are using the Tiempo Labs Service. Once you choose to link to another website or use a third party application, you should read that third party’s privacy statement before disclosing any personal information.

You shall abide by all applicable laws and regulations regarding its use of the Tiempo Labs Service. In using the Tiempo Labs Service and the Payable Software, you will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information in violation of export control laws or regulations of the U.S. Government or of any country within whose jurisdiction you operate or do business. Tiempo Labs and its licensors make no representation that the Tiempo Labs Service is appropriate or available for use in any location. The Tiempo Labs Service is controlled and operated from within the United States. Tiempo Labs makes no representations that materials contained within the Tiempo Labs Service are appropriate or available for use in other locations, and access to the Tiempo Labs Service from locations where such activity is illegal is prohibited. Those who choose to use the Tiempo Labs Service from other locations do so on their own initiative and are solely responsible for compliance with all applicable laws.

Tiempo Labs and any third party who makes its software or content available in conjunction with or through the Tiempo Labs Service disclaim any responsibility for any harm resulting from your use (or use by your employees, agents or contractors) of the Tiempo Labs Service and/or any third party software or content accessed in conjunction with or through the Tiempo Labs Service.

TIEMPO LABS DOES NOT PROMISE THAT THE TIEMPO LABS SERVICE OR PAYABLE SOFTWARE, OR ANY CONTENT, COMPONENT, SITE OR FEATURE OF THE TIEMPO LABS SERVICE, OR COMPONENT OF THE TIEMPO LABS SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE TIEMPO LABS SERVICE WILL PROVIDE SPECIFIC RESULTS. THE TIEMPO LABS SERVICE IS DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. TIEMPO LABS CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE TIEMPO LABS SERVICE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. TIEMPO LABS AND SUCH THIRD PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF ACCURACY, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. TIEMPO LABS AND ANY THIRD PARTY WHO MAKES ITS SOFTWARE OR CONTENT AVAILABLE IN CONJUNCTION WITH OR THROUGH THE TIEMPO LABS SERVICE DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICE AND SUCH THIRD PARTY SOFTWARE OR CONTENT. TIEMPO LABS DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SERVICES.

YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE TIEMPO LABS SERVICE. YOUR SOLE REMEDY AGAINST TIEMPO LABS FOR DISSATISFACTION WITH THE TIEMPO LABS SERVICE IS TO STOP USING THE TIEMPO LABS SERVICE. THIS LIMITATION OF REMEDY IS A PART OF THE BARGAIN BETWEEN THE PARTIES. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OF THE PAYABLE SOFTWARE AND/OR USE THE TIEMPO LABS SERVICE AND ALL THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE TIEMPO LABS SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE PAYABLE SOFTWARE AND/OR TIEMPO LABS SERVICE AND SUCH THIRD PARTY SOFTWARE AND CONTENT. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

THE TIEMPO LABS SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. TIEMPO LABS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

UNDER NO CIRCUMSTANCES SHALL TIEMPO LABS OR ANY THIRD PARTY WHO MAKES ITS SOFTWARE OR CONTENT AVAILABLE IN CONJUNCTION WITH OR THROUGH THE TIEMPO LABS SERVICE BE LIABLE TO YOU OR ANY OTHER USER ON ACCOUNT OF ANY USE OR MISUSE OF THE TIEMPO LABS SERVICE OR SUCH THIRD PARTY SOFTWARE OR CONTENT. NEITHER TIEMPO LABS NOR ANY THIRD PARTY SOFTWARE OR CONTENT PROVIDER SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE (EVEN IF TIEMPO LABS AND/OR A THIRD PARTY SOFTWARE OR CONTENT PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).

SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE TIEMPO LABS SERVICE AND ALL THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE, FROM INABILITY TO USE THE TIEMPO LABS SERVICE AND ALL THIRD PARTY SOFTWARE OR CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE TIEMPO LABS SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE TIEMPO LABS SERVICE AND ALL THIRD PARTY SOFTWARE AND CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE TIEMPO LABS SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), OR ANY RELIANCE BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE TIEMPO LABS SERVICE, THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE TIEMPO LABS SERVICE.

THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Should a dispute arise with respect to any aspect of this Agreement, the Parties shall engage in good faith, informal dispute resolution for a minimum period of thirty (30) days to resolve the dispute. Should the Parties fail to resolve their dispute informally, they shall engage in mediation with JAMS in San Francisco, California, at their joint and equal expense. Should the mediation fail to resolve their dispute, the Parties shall thereafter engage in binding arbitration with JAMS in San Francisco, California. To ensure minimal cost, the arbitration shall be in front of a single arbitrator and shall be conducted in accordance with JAMS’ Optional Expedited Arbitration Procedures. The binding arbitration shall be at the Parties’ joint and equal expense, with attorneys’ fees and costs to the prevailing party upon conclusion.

You agree to indemnify and hold Tiempo Labs, its officers, directors, employees, agents and third parties, harmless for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your connection to or use of the Tiempo Labs Service, including (a) any breach by you of this Agreement, (b) any claims arising from the content you submit, post, transmit or make available through the Tiempo Labs Service, and (c) if applicable, your use of the Tiempo Labs Service to meet another user in-person or to locate and/or visit any offline place or event.

You may not assign or transfer this Agreement, by operation of law or otherwise, without the prior written consent of Tiempo Labs. Any attempt by you to assign or transfer this Agreement, without such consent, will be null and of no effect.  Tiempo Labs may assign or transfer this Agreement, in its sole discretion, without restriction.  Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications permitted or required hereunder, including those regarding modifications to this Agreement, will be in writing and given by posting to our website. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Headings are for convenience only and have no legal or contractual effect.

This Agreement will be governed by and construed in accordance with the laws of the State of California, without giving effect to the conflict of laws provisions of California or your state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Tiempo Labs.

Copyright ©2016 Tiempo Labs, Inc.  All rights reserved.