Terms and Conditions

b. Representations and Warranties by Client. Client represents and warrants to Hyper AI that: (i) it has the power and authority to enter into this Agreement, and (ii) entering into this Agreement will not be a breach or violation of any other contract or agreement to which Client is bound.c. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 7, NEITHER PARTY MAKES, AND EACH PARTY EXPRESSLY DISCLAIMS, ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES AND THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF ACCESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. EXCEPT AS STATED IN THIS SECTION 7(a), THE SERVICES ARE PROVIDED TO CLIENT ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ARE FOR COMMERCIAL USE ONLY. Client understands that while Hyper AI employs measures to ensure that the Services are accessible 24 hours a day/7 days a week, Hyper AI cannot guarantee the uninterrupted or error-free operation performance of the Services or that Hyper AI will correct all defects or prevent third party disruptions or unauthorized third party access. In the event of any inaccessibility of the Hyper AI Services, Hyper AI’s sole liability and obligation will as described in Exhibit A, which is hereby incorporated by reference. Hyper AI warranties will not apply if there has been misuse, modification, damage not caused by Hyper AI, failure to comply with instructions provided by Hyper AI, or if otherwise stated in Exhibit A.Comment

8. LIMITATION OF LIABILITY

Comment HYPER’S ENTIRE LIABILITY FOR ALL CLAIMS RELATED TO THE AGREEMENT WILL NOT EXCEED THE AMOUNT OF ANY ACTUAL DIRECT DAMAGES INCURRED BY CLIENT, UP TO THE NET REVENUES ACTUALLY RECEIVED BY HYPER IN THE PRIOR 12 MONTHS (OR OTHERWISE STATED LENGTH) WITH RESPECT TO THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM, REGARDLESS OF THE BASIS OF THE CLAIM. HYPER WILL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT, OR ECONOMIC CONSEQUENTIAL DAMAGES, OR LOST PROFITS, BUSINESS, VALUE, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS. THESE LIMITATIONS APPLY COLLECTIVELY TO HYPER, ITS AFFILIATES, CONTRACTORS AND END USERS. NOTWITHSTANDING THE FOREGOING, THE ABOVE LIMITATIONS ON LIABILITY SHALL NOT APPLY TO: (A) A BREACH OF SECTION 2(C) OR A BREACH OF SECTION 6, OR (B) A CLAIM FOR INDEMNIFICATION UNDER SECTION 9.Comment

9. INDEMNIFICATION

CommentClient agrees to indemnify, defend and hold harmless Hyper AI, its partners, agents, officers, directors and employees, from and against any loss, cost, expense, claim, injury or damage (including, without limitation, reasonable attorneys’ fees and expenses) (collectively, “Losses”) incurred due to third party claims arising from any breach by Client of any representation, warranty, or provision in this Agreement. Hyper AI shall indemnify, defend and hold Client harmless from and against any Losses incurred due to third party claims arising from any breach by Hyper AI of any representation, warranty, or provision contained in this Agreement.Comment

10. RELATIONSHIP OF PARTIES

CommentNeither this Agreement, the relationship created between the parties hereto pursuant to this Agreement, nor any course of dealing between the parties hereto is intended to create, or shall create, an employment relationship, a joint venture, partnership or any similar relationship. Each party is solely responsible for the payroll taxes, workman’s compensation insurance, and any other benefits owed to their own employees.Comment

11. COMPLIANCE WITH LAWS

CommentEach party shall comply, at its own expense, with all statutes, regulations, rules, ordinances, and orders of any governmental body, department or agency that apply to or result from its obligations under this Agreement. If Client receives any notice or becomes aware of any violation of any law, statute, rule, regulation or ordinance with respect to the Services hereof, Client shall promptly notify Hyper AI of such notice or violation.Comment

12. GENERAL TERMS

Commenta. This Agreement (and any Exhibits hereto) constitutes the entire agreement between the parties with respect to the subject matter hereof, and may not be modified without the prior written consent of both parties.Commentb. This Agreement will be governed and interpreted in accordance with the laws of the State of New York without reference to conflicts of laws principles.Commentc. Hyper AI will not be liable for any delay or failure to perform any of its obligations set forth in this Agreement due to causes beyond its reasonable control.Commentd. No failure of either party to enforce any of its rights under this Agreement will act as a waiver of such rights.Commente. Neither party will bring a legal action arising out of or related to the Agreement more than one year after the cause of action arose.Commentf. If one or more provisions of this Agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Agreement, and the balance of the Agreement shall be enforceable in accordance with its terms.Commentg. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when sent by email to [e-mail]. Notice will be effective on receipt.Commenth. Headings and captions are for convenience only and are not to be used in the interpretation of the Agreement.CommentFAQ - PreviousFrequently Asked QuestionsNextOfficial Links