Terms of Service

2. Engineering Scope of Services

TempoRevenue provides specialized revenue-engineering services and products built exclusively for the music-retail sector. The Firm provides technical engineering only. We do not provide legal, accounting, tax, investment, or general business advice, and nothing in any Deliverable constitutes such advice. Our services are organized into the following categories. The specific services, fees, and deliverables applicable to the Client are those set out in the executed SOW.

• Music Storefront Design: A premium frontend design of a music retailer's public-facing storefront, delivered on the Astro framework and deployed on serverless infrastructure (AWS CloudFront/S3 or Cloudflare Pages), engineered exclusively for independent music retailers. The Design rebuilds the parts of the storefront that shape first impression and brand — homepage, department pages, landing pages, and content/SEO pages — into a fast, visually premium Astro site. The Client's existing checkout, customer accounts, and rental contracts are left fully intact; designed pages link into the existing system. The Design is offered in three tiers, each a fixed-fee project with no mandatory recurring component. The applicable tier is specified in the SOW.
  • Tier 1 — Front Door ($7,000 flat; ~5–7 business days): Homepage plus up to four core institutional pages (for example, about, contact, departments, and one campaign landing page). Mobile-optimized, sub-second load. Navigation links deep into the Client's existing storefront for all transactional actions. Works on any underlying stack (Shopify, Active-e/ASP.NET, or custom).
  • Tier 2 — Storefront Design ($12,000 flat; ~2–3 weeks): Tier 1 scope plus full department and category pages, content and SEO pages, and campaign landing pages. The complete browse experience is reskinned; only the final transaction lives in the existing system. Works on any underlying stack.
  • Tier 3 — Elite Rebuild ($25,000 flat; ~4–6 weeks): A true headless Astro storefront over the Shopify Storefront API. Full catalog, product pages, and cart are rebuilt in Astro with zero visual seam to the Shopify hosted checkout. Available for Shopify stores only. Confirmed Shopify platform (cdn.shopify.com fingerprint) is a prerequisite for this tier; the Firm will verify platform at intake and will not scope Tier 3 for non-Shopify stores.

  Visual seam disclosure (Tier 1 and Tier 2): For Active-e/ASP.NET and custom-platform stores, customers cross from the Astro-designed pages into the existing system when they initiate a transaction. This visual and domain transition is an inherent characteristic of the marketing-layer design and is not a defect. The Firm states this plainly in all scoping conversations and SOW language. The front door is what wins or loses the first impression; the transaction layer remains the Client's existing system.

  No regulated-data contact: The Design operates at the presentation layer only. It does not process, collect, or store student or minor data, payment credentials, or regulated personal information. No FERPA, COPPA, or PCI obligations are created by or attach to the Design Engagement.

• Music-Retail Storefront Audit: A fixed-scope technical and commerce diagnostic. The Music-Retail Storefront Audit delivers an operational architecture map of back-office-to-storefront synchronization inefficiencies, a performance scorecard, an explicit financial-impact model quantifying projected losses to mobile bounce and checkout abandonment, and a recommended implementation roadmap. The Music-Retail Storefront Audit is an advisory and diagnostic product; it does not include engineering execution of the recommendations. Standard fee: USD $2,500, flat, standalone, with no credit, refund, rebate, or discount of any kind applied against any other Engagement.

  Audit Carry-Forward: Where a Client who has commissioned a Music-Retail Storefront Audit subsequently commissions a Music Storefront Design Engagement, the discovery work already completed and delivered under the Audit is not re-billed or repeated under the subsequent SOW. This is a scope commitment only; it creates no monetary credit, refund, rebate, or expiring window of any kind.

• Checkout Guard: A fixed-timeline engagement to migrate and harden the Client's Shopify checkout layer against Shopify's 2026 platform deprecations (including the discontinuation of legacy Scripts and the retirement of checkout.liquid, Additional Scripts, and related script-tag customizations on non-Plus plans), together with native accessory cross-sell logic. Scope is limited to the Shopify checkout layer. Standard fee: USD $3,500, flat. A B4 Revenue Retainer is a mandatory component of this Engagement (see Section 4).
• Platform Performance Maintenance (Edge): Ongoing performance, caching, and security monitoring for self-hosted and unmanaged storefronts (for example, Magento or custom ASP.NET) where server maintenance is a genuine operational burden. This service is not offered for managed SaaS platforms (such as Shopify or BigCommerce), which provide global edge delivery natively. Standard fee: USD $250/month, flat.
• AI Sales Agent: Design and deployment of a retrieval-augmented (RAG) conversational sales layer over the Client's commerce data, with a validation layer engineered to ground responses in the Client's actual catalog and to reduce inaccurate output. The system's accuracy is dependent on the quality, accuracy, and currency of the Client Materials supplied for ingestion. Standard fee: USD $35,000.
• Native Mobile Applications: End-to-end engineering of platform-native (iOS/Android) commerce applications. This service is available only under custom enterprise terms initiated by the Client and is not part of any standard offering. Scope, fees, and timeline are defined entirely by a bespoke SOW.

Frontend isolation. Except where an SOW expressly states otherwise, storefronts the Firm builds consume only the Shopify Storefront API and do not query the Client's AIM/AIMsi installation, ERP endpoints, or on-premise databases directly. This isolation is a deliberate architectural safeguard, a material term of the Firm's performance commitments, and a prerequisite for the sub-second performance standards the Firm warrants.

Self-delivered data synchronization. Where an Engagement requires synchronization between a Client's Tri-Tech AIM/AIMsi system and a commerce platform, the Firm delivers that synchronization itself by configuring, orchestrating, hardening, and monitoring the retailer's own licensed Tri-Tech Active-e module and mature, off-the-shelf synchronization applications. The Firm does not resell or sublicense any third-party connector and assumes no ownership of the Client's underlying licenses. Engineering effort is directed toward configuration, field mapping, scheduling, error handling, and reconciliation monitoring.

3. Engagement, Fees & Payment

• No engineering before cleared payment. The Firm commences no engineering work and delivers no work product until the applicable upfront payment has cleared. The sole exception is any complimentary, observation-only consultation expressly offered by the Firm, which produces no deliverable or artifact and creates no obligation on either party.
• Music Storefront Design project fees. Music Storefront Design Engagements are fixed-fee project engagements. Unless an SOW provides otherwise, the fee is invoiced 50% on signature and 50% on delivery. There is no mandatory recurring component attached to Design projects. Clients who wish to engage the Firm for ongoing monitoring or support following delivery may do so under a separately scoped and priced support agreement.
• Other fixed-fee Engagements. Unless an SOW provides otherwise, fixed-fee Engagements other than the Design (including the Checkout Guard and Music-Retail Storefront Audit) are invoiced 50% on signature and 50% on deployment. Larger builds and the AI Sales Agent may follow milestone schedules stated in the SOW.
• All fees in U.S. dollars. All fees are stated in U.S. dollars and are exclusive of applicable taxes, which are the Client's responsibility.
• Late payment. Invoices are due on the terms stated in the SOW (net 15 absent a stated term). Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and the Firm may suspend performance and monitoring until the account is brought current.
• Diagnostic non-refundable once commenced. Because the Music-Retail Storefront Audit allocates senior engineering resources immediately and delivers proprietary analytical work product, the Music-Retail Storefront Audit fee is non-refundable once audit processing has commenced.
• Fixed scope. Each Engagement is delivered to the scope defined in its SOW. Requests outside that scope are not absorbed into an active Engagement; they are documented and quoted as a separate Engagement.
• Third-party pass-through costs. Fees and retainers cover the Firm's engineering and management labor only. They do not include Third-Party Platform usage charges (for example, hosting, bandwidth overages, application-store fees, license fees for the Client's own software, or AI inference/API token costs). Such variable costs are billed to and payable on the Client's own provider accounts, or passed through at cost with no markup.

4. The B4 Revenue Retainer

Certain Engagements deliver customizations that sit on top of continuously evolving Third-Party Platforms. As those platforms release updates, and as the Client installs or updates its own applications and integrations, the delivered configuration can drift and degrade over time. The B4 Revenue Retainer is the ongoing engineering service that monitors for, and remediates, that drift.

• Scope of mandatory coupling. A B4 Revenue Retainer is a mandatory, non-severable component of the Checkout Guard and the AI Sales Agent engagements only, for the minimum term stated in the applicable SOW (typically a 3-month minimum). It is not a mandatory component of the Music Storefront Design (any tier), and the Music-Retail Storefront Audit. After the minimum term on an engagement, the Retainer renews month-to-month until cancelled on the notice period stated in the SOW.
• Optional support for Design clients. Clients who commission a Music Storefront Design and wish to engage the Firm for post-delivery monitoring, compatibility maintenance, or performance drift remediation may do so under a separately negotiated support agreement. Such support is not required to maintain ownership of the Deliverable and does not condition the delivery warranties in Section 5.
• Retainer scope. Where a B4 Revenue Retainer is active, it covers continuous monitoring, drift detection, security and compatibility patching of the Firm's delivered configuration, and the engineering labor required to keep the Deliverable performing to the documented baseline. Indicative pricing as specified in the SOW.
• Warranty conditioned on the Retainer. The performance and conversion-protection warranties in Section 5 applicable to the Checkout Guard Engagement and AI Sales Agent are extended for, and conditioned upon, an active B4 Revenue Retainer on that Engagement. If the Client declines the Retainer or allows it to lapse, those warranties terminate as of the go-live date or the lapse date, as applicable. The 90-Day Defect Warranty in Section 5 is not conditioned on the Retainer for any Engagement type.

5. Service Levels & Warranties

The Firm operates under defined Service Level commitments and limited warranties rather than open-ended refund policies. This protects capital deployment for both parties.

• Core Web Vitals commitment (Storefront Design & Web builds). The Firm commits that Music Storefront Design Deliverables will achieve a mobile Lighthouse score of 80 or above, Largest Contentful Paint below 2.5 seconds, and Cumulative Layout Shift below 0.1, assessed at delivery on a representative reference device and network profile defined in the SOW. If a Deliverable fails to meet the stated passing metrics on delivery, the Firm will refactor the relevant code at no additional charge. This commitment addresses code the Firm authored and excludes degradation caused by Client Materials, Client-installed applications, or Third-Party Platform changes.
• Checkout migration commitment. For a Checkout Guard Engagement, the Firm commits that the migrated checkout will function on Shopify's supported extensibility framework at delivery without performance degradation from the documented pre-migration baseline. Where a degradation we caused is identified during the warranty period, we will remediate it at no additional charge.
• App-store technical-compliance commitment (Mobile). For Native Mobile Engagements, the Firm commits that a build will meet the published technical guidelines of the Apple App Store and Google Play Store as in effect at submission. If a build is rejected for a technical code violation, the Firm will refactor it at no additional charge. The Firm is not responsible for rejections or removals arising from store-policy decisions outside technical code integrity.
• 90-Day Defect Warranty. For 90 days following launch of any custom build (Storefront Design, Checkout Guard, AI, or Mobile), the Firm will resolve, at no additional charge, technical defects representing a deviation from the agreed SOW. Feature additions or scope changes requested after launch fall outside this warranty and require a separate SOW.
• The Music-Retail Storefront Audit delivery SLA. The Firm commits to deliver the Music-Retail Storefront Audit within the timeframe stated in the SOW following cleared payment and the Client's delivery of all required inputs (including storefront URLs and necessary access). Delay caused by missing or incomplete Client inputs extends the delivery window accordingly.

No conversion guarantee. The Firm engineers technical performance. It does not and cannot guarantee any specific commercial outcome, conversion rate, revenue figure, or sales result, because those depend on market conditions, pricing, merchandising, traffic, and end-user behavior outside the Firm's engineering control. Any revenue-recovery estimates, ROI models, or financial-impact projections provided in any Deliverable are theoretical illustrations for strategic-planning purposes only and are not warranties or guarantees of financial gain.

Disclaimer. Except for the express commitments stated in this Section 5, all Deliverables and services are provided "as is," and the Firm disclaims all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by applicable law.

6. Client Responsibilities

• The Client shall provide accurate, complete, and timely Client Materials and access necessary for the Firm to perform. The Firm is not responsible for delays, defects, or commercial discrepancies arising from outdated, inaccurate, incomplete, or improperly formatted Client Materials (including, for AI Sales Agent, the catalog and inventory data supplied for ingestion).
• The Client is responsible for maintaining its own accounts, licenses, and subscriptions with Third-Party Platforms (including its Tri-Tech AIM/AIMsi and Active-e licenses and its Shopify plan), and for any fees those providers charge.
• The Client represents that it has the rights and authority to grant the Firm access to the systems and data provided, and that the Client Materials do not infringe the rights of any third party.
• The Client is responsible for its own legal and regulatory compliance obligations as a retailer, except to the extent the Firm has expressly assumed a defined obligation in an SOW.

7. Ownership of Assets & Intellectual Property

Upon the Firm's receipt of full payment of the applicable one-time project fee or milestone build fee for an Engagement, the Client receives full and perpetual ownership of the final, compiled Deliverables for that Engagement: the compiled frontend assets (Storefront Design and Web builds), the native source code (Mobile), and the generated prompt assets (AI).

The Firm retains all right, title, and interest in its pre-existing and independently developed intellectual property, including its proprietary engineering methodologies, reusable component libraries and internal asset registry, backend routing and synchronization scripts, diagnostic and reporting frameworks, deployment pipelines, and any general know-how. To the extent any such Firm property is embedded in a Deliverable, the Firm grants the Client a perpetual, worldwide, non-exclusive, royalty-free license to use it solely as incorporated in and for the operation of that Deliverable.

Nothing in this Agreement transfers to the Client any right in Third-Party Platform software, which remains governed by the relevant provider's own license terms.

8. Confidentiality & Data Isolation

Each party shall protect the other's confidential information using at least reasonable care and shall use it only to perform under this Agreement. This obligation does not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known, is independently developed, or is rightfully obtained from a third party, and does not prevent a disclosure required by law provided reasonable notice is given where lawful.

Bilateral data isolation. Engagements are governed by a bilateral data-protection arrangement under which the Firm does not share, pool, benchmark, or commingle a Client's transactional parameters, lease rates, inventory balances, pricing, or other competitively sensitive operational data with any other client. Any aggregated insights the Firm publishes are derived solely from public-domain industry sources and from anonymized, individually consented data, consistent with applicable competition law. The specifics of personal-data handling are set out in the Privacy Policy.

9. Term, Suspension & Termination

• Term. This Agreement governs from the Client's first acceptance and continues while any Engagement, Retainer, or subscription is active.
• Retainer minimums. B4 Revenue Retainers carry the minimum term stated in the SOW. Early termination by the Client during a minimum term does not relieve the Client of the minimum-term fees, and terminates the conditioned warranties in Section 5 applicable to that Engagement.
• Termination for cause. Either party may terminate an Engagement for the other's material breach that remains uncured 15 days after written notice. The Firm may suspend or terminate for non-payment.
• Effect. On termination, the Client shall pay for all work performed and all non-cancellable commitments through the effective date. Fully paid Deliverables already accepted survive per Section 7. Sections 5 (disclaimers), 7, 8, 10, 11, and 12 survive termination.

10. Indemnification

The Client shall defend, indemnify, and hold harmless the Firm and its personnel from and against third-party claims, damages, and reasonable costs (including reasonable attorneys' fees) arising from (a) the Client Materials or the Client's products and operations, (b) the Client's breach of its representations in Section 6, or (c) the Client's violation of law or of a third party's rights.

The Firm shall defend, indemnify, and hold harmless the Client from and against third-party claims that a Deliverable, as delivered by the Firm and used as authorized, infringes that third party's U.S. intellectual-property rights, excluding claims arising from Client Materials, Third-Party Platforms, or Client modifications.

11. Limitation of Liability

The Firm guarantees the technical integrity of the localized code it authors. The Firm is not liable for the availability, performance, security, downtime, pricing, deprecation, or policy changes of any Third-Party Platform (including, without limitation, Amazon Web Services, Cloudflare, Shopify, Tri-Tech / Active-e, Anthropic, Apple, or Google), nor for application-store rejections or removals arising from store-policy decisions outside technical code integrity.

To the maximum extent permitted by applicable law, neither party shall be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, or loss of data, even if advised of the possibility. The Firm's total aggregate liability arising out of or relating to an Engagement shall not exceed the total fees actually paid by the Client to the Firm for that Engagement in the twelve (12) months preceding the event giving rise to the claim. These limitations do not apply to a party's indemnification obligations under Section 10, to a breach of confidentiality under Section 8, or to liability that cannot be limited under applicable law.

12. General Provisions & Dispute Resolution

• Independent contractor. The Firm performs as an independent contractor. Nothing herein creates a partnership, joint venture, agency, or employment relationship.
• Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including Third-Party Platform outages, acts of government, or network failures.
• Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor in a merger or sale of substantially all assets.
• Entire agreement; order of precedence. This Agreement, together with the Privacy Policy and each executed SOW or subscription agreement, is the entire agreement and supersedes prior discussions. Order of precedence: the applicable SOW or subscription agreement, then this Agreement, then the Privacy Policy (except that the Privacy Policy controls on data-handling matters).
• Severability; waiver. If any provision is held unenforceable, the remainder stays in effect. No waiver is effective unless in writing.
• Amendments. The Firm may update these Terms prospectively; material changes will be posted with a revised effective date and do not alter the terms of an already-executed SOW.
• Governing law & venue. This Agreement is governed by the laws of the State of Wyoming, USA, without regard to conflict-of-laws rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Wyoming for any dispute not otherwise subject to a separately agreed arbitration provision. Each party waives any right to a jury trial to the extent permitted by law.