GENERAL TERMS AND CONDITIONS

 

Welcome to HYP3R. Please read these terms of service (these "Terms") carefully as they form a contract between you and HYP3R Inc. ("HYP3R", "we", "us", or "our") that governs your access and use of any services, tasks, projects, deliverables or products provided by HYP3R; (ii) the HYP3R websites or applications; and (iii) any written or electronic use or features or other documentation provided or made available by HYP3R (the "Service(s)").

 

By registering, acquiring, using, or requesting the use of any of the Services you agree to be bound by these Terms and all amendments and/or changes made from time to time. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising to HYP3R that you have the authority to legally bind that organization to these Terms (in which event, "you" and "your" will refer to that organization) unless that organization has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Service. You may use the Services only in compliance with these Terms and only if you have the power to form a contract with HYP3R and are not barred under any applicable laws from doing so. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.

 

You are confirming that all information provided to HYP3R when using or agreeing to use the Services, including the use of HYP3R’ websites (such information being the “Registration Data”), is true, accurate, current and complete information about yourself, and you must maintain and promptly update this information to keep it true, accurate, current and complete. The Registration Data includes, but is not limited to, your name, email, billing information and payment information.

 

You are confirming that you are at least 18 years old, and that you agree to be bound by these Terms, and you acknowledge that HYP3R may change any of these terms at any time. When these Terms are changed, the changes will appear on this website. Your use of the Services after any changes have been posted will constitute your agreement to the modified Terms. Therefore, you should read these Terms from time to time.

 

SERVICES AND SUPPORT

 

Subject to these Terms, HYP3R will use commercially reasonable efforts to provide you the agreed upon Services. HYP3R has the right to cancel, terminate or abort any agreed or ongoing Services at any time, with immediate effect.

 

Subject to these Terms, HYP3R will provide you with reasonable non-technical support during projects in accordance with HYP3R’ standard practice. HYP3R does not provide technical support at any time. HYP3R does not provide any forms of support after delivery of the Services or after a project has been closed or completed. HYP3R does not guarantee that any Services provided will remain functional or compatible after delivery. HYP3R does not provide or guarantee for any online hosting or support service on www.hyp3r.io, or any other third-party service, website or domain. It is your responsibility that any electronic or online delivery or Service provided by HYP3R, as well as any account data, registration data, access data or any other data are copied and saved to your own location by yourself.

 

RESTRICTIONS AND RESPONSIBILITIES

 

You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by HYP3R or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

 

You represent, covenant, and warrant that you will use the Services only in compliance with HYP3R’ standard published policies then in effect (the “Policy”) and all applicable laws and regulations. You hereby agrees to indemnify and hold harmless HYP3R against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from your use of Services. Although HYP3R has no obligation to monitor your use of the Services, HYP3R may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

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You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent.

 

CONFIDENTIALITY; PROPRIETARY RIGHTS

 

You and HYP3R (each a “Receiving Party”) understand that the other party (the “Disclosing Party”) have disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of HYP3R includes non-public information regarding features, functionality and performance of the Service. Your Proprietary Information includes non-public data provided by you to HYP3R to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third party any such Proprietary Information in accordance with our Privacy Policy. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

 

You shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to you as part of the Services. HYP3R shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services or support, and (c) all intellectual property rights related to any of the foregoing.

 

Notwithstanding anything to the contrary, HYP3R shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and HYP3R will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other HYP3R offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. For more information on Confidentiality, please see our Privacy Policy.

 

During your use of the Services, and for a period of one (1) year immediately after your last use of a Service, you agree not to solicit any employee or independent contractor of HYP3R, either on your own behalf or on behalf of any other business or organization, unless you have received written approval to do so, signed by a duly authorized representative of HYP3R, and paid a USD 5,000 release fee. Failure to obtain a written approval will be subject to a USD 50,000 solicitation fee.

 

During your use of the Services, and for a period of one (1) year immediately after your last use of a Service, you agree to not induce any employee, vendor or independent contractor associated with HYP3R to terminate or breach an employment, contractual or other relationship with HYP3R.

 

PAYMENT OF FEES

 

You will pay HYP3R the then applicable fees described in the invoice for the Services in accordance with the terms therein adjusted for any discounts (the “Fees”), regardless of being higher than any quotes or estimates provided to you before or during the time period the Services were provided. A change in pricing or fee structure will not apply to an agreed Service identified by a unique project number (a “Project”), for which you have or should have received a Project Confirmation email. However, HYP3R reserves the right to change its prices, fee structures or applicable charges and to institute new charges and fees at any time without notifying you. Changes in prices or fee structure or other charges will apply to any Project started thereafter, regardless of you having used HYP3R Services prior to such changes. All Projects are subject to a minimum cost of USD 99. It is your responsibility to review the HYP3R pricing page or inquire HYP3R about the latest prices and fee structure. If you believe that HYP3R has billed you incorrectly, you must contact HYP3R no later than 7 days after receiving the Project Closed email or invoice, in whichever the error or problem first appeared, in order to receive an adjustment or credit. Inquiries should be directed to payment@hyp3r.io. It is your responsibility to terminate a Project if progress is not deemed satisfactory, and hours used by you on the HYP3R platform must be paid in full, regardless of satisfaction with end product. It is your responsibility to inquire for progress reports sufficiently frequently to evaluate progress. In the event that freelancers on the HYP3R platform have performed unsatisfactory, it is your responsibility to report to HYP3R as soon as possible, to allow HYP3R to handle the dispute and potentially credit you.

 

By using or agreeing to use the Services, you commit to provide a valid payment method with available funds to pay for any Fees through an account on hyp3r.io, and to maintain a valid payment method until all Services are paid for. HYP3R reserves the right to not provide any Services before you have provided a valid payment method through an account on hyp3r.io.

 

HYP3R may choose to bill through an invoice. In any case, full payment for invoices issued, and for amounts that have been attempted charged on your credit card or by another payment method, in any given month, must be received by HYP3R no later than fourteen (14) days after the emailing date of the invoice, or date of the attempted charge to credit card or other payment method, respectively. If any outstanding amount has not been paid within 14 days, a USD 50 late payment fee will be added to the unpaid amount. Furthermore, unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Unpaid amounts that have not been paid after 30 days will be sent to a Debt Collection agency. You shall be responsible for all taxes associated with Services other than U.S. taxes based on HYP3R’ net income.

 

Payment by bank transfer or wire transfer is subject to a USD 50 transaction fee that will be added to your invoice.

 

HYP3R will use commercially reasonable efforts to provide you the Services agreed upon and you shall pay HYP3R the Fee in accordance with these Terms. In cases where the Service has been cancelled, terminated or aborted, either by you or by HYP3R, you will pay in full for the Services up to and including the last day on which the Services are provided. All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

 

You hereby authorize HYP3R to run, or have run, credit card authorizations on all credit cards provided by you, to store credit card details as your method of payment for Services, and to charge your credit card (or any other form of payment authorized by HYP3R or mutually agreed to between you and HYP3R).

 

We reserve the right to invoice incurred amount on a Project at any time, including but not limited to situations where we await your feedback or your confirmation that the Project has been completed. In situations where we do not receive feedback or confirmation of completion within 14 days from delivery of any Service, either complete or incomplete, incurred amount on the Project will be invoiced automatically. HYP3R reserves the right to close and invoice a Project if it is still ongoing 30 days after you received or should have received the Project Confirmation email. Subject to these Terms, HYP3R will provide reasonable support to start a new Project for any remaining work.

 

If you are using the Services on behalf of an organization, and that organization defaults or in any other way is not able to pay any outstanding amount owed to HYP3R, you are personally jointly liable for payment, unless it is evident that you had no knowledge of the causes for the organization’s inability to pay.

 

CREDITS

 

HYP3R reserves the right to give and withdraw credits at its own discretion. All credits given expire 6 months after creation, regardless of being unlocked or activated at a later point in time. HYP3R reserves the right to change its credit reward functionality at any time without notice. It is your responsibility to inquire HYP3R about the latest credit functionality and the status of your credits.

 

WARRANTY AND DISCLAIMER

 

HYP3R shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by HYP3R or by third-party providers, or because of other causes beyond HYP3R’ reasonable control, but HYP3R shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, HYP3R does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND HYP3R DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

 

INDEMNITY

 

You will indemnify, defend, and hold harmless HYP3R, our affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party against an Indemnified Party relating to: (a) use of the Services by you or your agents, including any Customer Data provided by you or your agents and any payment obligations incurred through use of the Services; (b) any contract entered into by you or your agents; (c) failure to comply with these terms by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement or allegations thereof of registered patent, registered trademark, or copyright of a third party, or misappropriates a trade secret to the extent caused by you or your agents. HYP3R will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.

 

LIMITATION OF LIABILITY

 

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, HYP3R AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND HYP3R’ REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO HYP3R FOR THE SERVICES UNDER THESE TERMS IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT HYP3R HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

COMPLIANCE

 

You will not violate any laws or third party rights on or related to HYP3R. Without limiting the generality of the foregoing, you agree to comply with all applicable import and export control laws and third partiesʼ Proprietary Rights.

 

You consent to the use of (a) electronic means to fulfil these Terms and to deliver any notices pursuant to these Terms; and (b) electronic records to store information related to these Terms or your use of the Services. Notices hereunder will be invalid unless made in writing and given (a) by HYP3R via email (in each case to the email address that you provide), (b) a posting on the HYP3R Site or (c) by you via HYP3R. The date of receipt will be deemed the date on which such notice is transmitted.

 

No modification or amendment to these Terms will be binding upon HYP3R unless in a written instrument signed by a duly authorized representative of HYP3R. For the purposes of this section, a written instrument will expressly exclude electronic communications such as email and electronic notices but will include facsimiles.

 

HYP3R’ failure or delay to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect HYP3R’ right to later enforce or exercise it, unless HYP3R issues an express written waiver, signed by a duly authorized representative of HYP3R.

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You may not assign these Terms, or any of the rights or obligations hereunder, without HYP3Rʼ prior written consent in the form of a written instrument signed by a duly authorized representative of HYP3R (and, for the purposes of this section, a written instrument will expressly exclude electronic communications such as email and electronic notices but will include facsimiles). HYP3R may freely assign these Terms, or any of the rights or obligations hereunder, without your consent. Any attempted assignment or transfer in violation of this section will be null and void. Subject to the foregoing restrictions, these Terms will inure to the benefit of the successors and permitted assigns of the parties.

 

These Terms will inure to the benefit of the successors and permitted assigns of the parties. If and to the extent any provision of these Terms is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

 

These Terms and any controversy, dispute or claim arising out of or relating to these Terms, will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

 

The English language version of these Terms will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any.

 

YOUR PRIVACY

 

At HYP3R, we respect the privacy of our users. For details please see our Privacy Policy. By using HYP3R, you consent to our collection and use of personal data as outlined therein.

 

NOTICE FOR CALIFORNIA USERS

 

Under California Civil Code Section 1789.3, users of HYP3R from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254or (800) 952-5210.

 

MISCELLANEOUS

 

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. These Terms are not assignable, transferable or sublicensable by you except with HYP3R’ prior written consent. HYP3R may transfer and assign any of its rights and obligations under these Terms without consent. These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind HYP3R in any respect whatsoever. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. These Terms, and the contract between you and HYP3R that these Terms form, shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. You otherwise agree to reasonably cooperate with HYP3R to serve as a reference account upon request.

 

These Terms set forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.