HyperRep Terms of Service

Last Updated: June 7, 2026

PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.

These Terms of Service (“Terms” or “Agreement”) are a contract that govern our customer’s access to and use of the websites, applications, portals, Application Programming Interfaces (API), communications tools, software, and related services provided by HyperRep LLC (“HyperRep,” “we,” “us,” or “our”).

By accessing or using the Services, creating an account, clicking to accept these Terms, signing an Order Form or other agreement that references these Terms, or otherwise using any HyperRep service, you agree to these Terms.

If you are using the Services on behalf of a company, organization, or other entity, you represent that you have authority to bind that entity to these Terms. In that case, “Customer,” “you,” and “your” refer to that entity and its authorized users, unless the context requires otherwise.

If you do not agree to these Terms, you may not access or use the Services.

1. Definitions

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of such entity.

“Authorized User” means an employee, contractor, representative, consultant, agent, administrator, or other individual authorized by Customer to access or use the Services on Customer’s behalf.

“Customer Data” means all information that you submit or collect via the Services. Customer Data does not include HyperRep content.

“Customer Portal” means any portal, hosted page, quote page, payment page, signing flow, or related experience made available through the Services for Customer’s end users, leads, contacts, or customers, whether branded as HyperRep, Customer, or otherwise.

“Documentation” means all HyperRep’s information, data, software, technical, product, API, support, and usage documentation made available by HyperRep.

“Order Form” means the HyperRep-approved form or online subscription process by which you agree to subscribe to the Service and includes the fees and term. Your Order Form is incorporated into the Agreement.

“Services” means all of HyperRep’s web-based applications, portals, APIs, software, customer communication tools, CRM tools, quoting tools, signing workflows, analytics, automation, AI-enabled features, integrations, support services, and related offerings that you have subscribed to under an Order Form or that we otherwise make available to you, and are developed, operated and maintained by us accessible via http://hyperrep.ai or another designated URL and any ancillary products and services that we provide to you.

“Service Fee” means the amount you pay for the Services.

“Service Term” means, collectively, the initial term of your subscription to the applicable Service, as specified on your Order Form(s) (the “Initial Term”), and each subsequent renewal period, if any (each a “Renewal Term”). Your Current Term is your then-current committed period of Service, as either an Initial Term or Renewal Term.

2. Applicability and Order of Precedence

These Terms apply to all access to and use of the Services unless Customer and HyperRep have entered into a separate written agreement that expressly supersedes or modifies these Terms.

If there is a conflict between these Terms and an Order Form or other signed agreement between Customer and HyperRep, the Order Form or signed agreement will control to the extent of the conflict but only with regard to that Order Form. Unless expressly stated otherwise, all other provisions of these Terms remain in effect.

Additional terms may apply to certain Services, features, integrations, beta features, APIs, or third-party services. Those additional terms are incorporated by reference when made available or accepted.

3. Eligibility

The Services are intended for use by businesses, organizations, and individuals who are at least 18 years old and located in the United States for use within the United States.

You may not access or use the Services if you are under 18 years old, are not located in the United States, for use outside of the United States or if you are prohibited from using the Services under applicable law.

4. Accounts and Authorized Users

Customer is responsible for all activity under its accounts, workspaces, users, API keys, credentials, integrations, and Customer Portal configurations.

Customer must ensure that all Authorized Users comply with these Terms, applicable Order Forms, Documentation, and applicable law. Any act or omission by an Authorized User is deemed an act or omission by Customer.

Customer is responsible for maintaining accurate account information, protecting login credentials, managing user permissions, and promptly notifying HyperRep of any unauthorized access or suspected compromise.

HyperRep may suspend or restrict access to the Services if we reasonably believe that an account, credential, integration, API key, or user presents a security risk, violates these Terms, may expose HyperRep or others to liability, or may compromise the Services.

Prohibited and Unauthorized Use. You will not use the Services in any way that violates the Terms or for any purpose or in any manner that is unlawful or prohibited by this Agreement. You will not (i) directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to uncover or 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; (ii) modify, translate, or create derivative works based on the Services; (iii) or remove any proprietary notices or labels.

Additional Restrictions. You may not use the Service in a way that would violate local or industry-specific regulations (for example, the Children's Online Privacy Protection Rule consistent with the requirements of the Children’s Online Privacy Protection Act (COPPA), the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act (GLBA), the Federal Information Security Management Act (FISMA), etc.).

5. The Services

HyperRep provides software for customer communications, sales workflows, CRM, quoting, automation, analytics, customer portals, document signing, and related business operations.

The Services may allow Customer to:

manage leads, contacts, conversations, sales activity, quotes, and related records;
communicate with end users through email, phone, chat, SMS, portals, forms, or other channels;
configure AI-assisted workflows and automation;
generate, send, track, and manage quotes or related documents;
enable end users to verify access, view relevant sales or quote information, sign documents, or complete payments through third-party payment processors;
connect third-party platforms, systems, and integrations;
access APIs and developer tools; and
view analytics, reports, logs, and related operational information.

HyperRep may modify, enhance, suspend, discontinue, remove or replace features of the Services from time to time during the Service Term. HyperRep will not materially reduce the core functionality of paid Services during an active Service Term except as necessary for security, legal, compliance, operational, or third-party dependency reasons. If the modification materially degrades the core functionality of the Service and HyperRep is unable to provide you with substantially similar functionality, your sole and exclusive remedy is termination of your Service and a pro-rated refund of any unused fees.

6. Customer Portal and End Users

Customer may use the Services to make Customer Portals available to its end users, leads, contacts, or customers. Customer Portals may allow end users to verify their identity or email address, view relevant records, review quotes or sales information, sign documents, make payments through third-party payment processors, or otherwise interact with Customer.

Customer is responsible for the content, configuration, branding, access permissions, accuracy, and lawful use of each Customer Portal. Customer is also responsible for determining what information is made available to end users through the Customer Portal.

HyperRep provides the technology platform for Customer Portals but does not control Customer’s business relationship with its end users. Customer is responsible for all quotes, pricing, service descriptions, statements, commitments, representations, documents, payment requests, and other materials made available through or sent using a Customer Portal.

End users who access a Customer Portal are interacting with Customer through technology made available by HyperRep. Such access does not create a direct customer, vendor, service provider, or professional relationship between HyperRep and the end user.

Customer must ensure that its use of Customer Portals complies with all applicable laws, contracts, privacy obligations, payment rules, consent requirements, and industry-specific requirements.

7. Electronic Signatures and Documents

The Services may allow Customer or its end users to electronically sign, approve, acknowledge, or submit documents.

Customer is responsible for determining whether electronic signatures, electronic records, signature workflows, identity verification steps, and related processes are appropriate and legally sufficient for Customer’s intended use. Customer is responsible for the content, accuracy, enforceability, and legal effect of documents sent, signed, or stored through the Services.

HyperRep does not provide legal advice and does not guarantee that any document, signature, workflow, audit trail, or record will satisfy the requirements of any specific law, regulation, court, agency, customer, or transaction.

Customer must obtain all consents, disclosures, authorizations, and approvals required to use electronic records and electronic signatures in connection with its business. U.S. electronic signature rules generally allow electronic records and signatures when applicable requirements are satisfied, but customer-specific implementation and consent obligations may vary.

8. Payments

The Services may enable Customer or its end users to access payment links, payment pages, invoice information, account balances, quote payment options, or related payment workflows.

HyperRep does not process, transmit, or store full payment card numbers. Payments are handled by third-party payment processors and are subject to the applicable processor’s terms, privacy policy, and compliance requirements.

Customer is responsible for all payment amounts, invoices, balances, refunds, taxes, payment requests, payment disputes, chargebacks, and representations made to end users through the Services.

HyperRep is not responsible for payment processor outages, delays, declines, disputes, chargebacks, settlement timing, payment method availability, or processor decisions.

9. Customer Data

As between Customer and HyperRep, Customer retains ownership of Customer Data. Customer grants HyperRep a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, use, analyze, and create technical or operational derivatives of Customer Data as necessary to provide, secure, support, maintain, improve, and operate the Services and as otherwise permitted by these Terms.

Customer is responsible for Customer Data, including its accuracy, quality, legality, integrity, and appropriateness. Customer represents and warrants that it has all rights, permissions, consents, and lawful bases necessary to submit Customer Data to the Services and to authorize HyperRep to process Customer Data as contemplated by these Terms.

Customer must not submit Customer Data that is illegal, infringing, deceptive, harmful, or subject to special legal restrictions unless Customer has obtained all required rights and consents and HyperRep has expressly agreed in writing to support such use.

Customer must not use the Services to collect, process, store, or transmit sensitive or regulated information, including protected health information, government identification numbers, financial account numbers, children’s data, biometric information, or other highly sensitive information, unless expressly authorized in writing by HyperRep.

10. Artificial Intelligence and Automated Features

The Services may use artificial intelligence, machine learning, automated decisioning, natural language processing, transcription, summarization, classification, generation, routing, and related technologies.

AI-enabled features may assist with drafting responses, summarizing conversations, classifying inquiries, extracting information, recommending actions, routing messages, generating workflows, producing quote-related content, or supporting other sales, service, and operational tasks.

AI-generated or automated outputs may be inaccurate, incomplete, outdated, inappropriate, or unsuitable for a particular use. Customer is responsible for reviewing, approving, configuring, and using AI-generated or automated outputs appropriately.

HyperRep does not guarantee that AI-generated outputs will be accurate, legally compliant, complete, error-free, or suitable for Customer’s business needs.

Customer is solely responsible for decisions, communications, commitments, quotes, offers, approvals, messages, documents, and actions made or taken using the Services, including those generated or assisted by AI-enabled features.

HyperRep will not send automated communications on Customer’s behalf except as enabled, approved, configured, or authorized by Customer.

11. Communications Compliance

Customer is responsible for ensuring that all communications sent, generated, initiated, approved, or managed through the Services comply with applicable laws, rules, regulations, industry standards, and contractual obligations.

This responsibility includes laws and rules relating to marketing, sales outreach, email, SMS, telephone calls, call recording, call transcription, consent, opt-outs, unsubscribe requests, quiet hours, do-not-call requirements, consumer protection, privacy, data protection, advertising, and unfair or deceptive practices.

Customer is responsible for obtaining and maintaining all required consents and permissions before contacting individuals through the Services or enabling HyperRep to assist with such communications.

Customer is responsible for the content, timing, recipients, targeting, frequency, and lawfulness of all messages, calls, campaigns, follow-ups, quotes, and other communications sent or managed through the Services.

Customer must promptly honor and maintain all legally required opt-outs, unsubscribes, suppression requests, revocations of consent, and communication preferences.

HyperRep may suspend or limit communications features if we reasonably believe Customer’s use may violate law, create risk, harm deliverability, cause complaints, trigger carrier or provider restrictions, or expose HyperRep or others to liability.

12. Acceptable Use

Customer and its users may not use the Services to:

violate any law, regulation, contract, or third-party right;
send spam, unlawful marketing messages, or communications without required consent;
engage in deceptive, fraudulent, misleading, harassing, abusive, defamatory, threatening, discriminatory, or harmful conduct;
impersonate any person or entity or misrepresent affiliation, authorization, identity, pricing, services, or intent;
upload or transmit illegal, infringing, malicious, harmful, or unauthorized content;
interfere with, disrupt, degrade, overload, scan, test, or attack the Services or related systems without authorization;
attempt to gain unauthorized access to accounts, data, systems, networks, APIs, or credentials;
reverse engineer, decompile, disassemble, copy, modify, or create derivative works of the Services except as permitted by law;
bypass usage limits, security controls, access controls, rate limits, or technical restrictions;
scrape, harvest, or collect data except as expressly permitted by the Services and Documentation;
use the Services to develop competing products or services;
use the Services for high-risk, emergency, life-safety, medical, legal, financial, credit, employment, housing, insurance, or other regulated decision-making unless expressly authorized in writing by HyperRep;
submit sensitive or regulated data unless expressly authorized in writing by HyperRep; or
authorize or assist any third party in doing any of the above.

HyperRep may investigate suspected violations and may suspend, restrict, or terminate access where appropriate.

13. APIs, Developer Tools, and Integrations

HyperRep may provide APIs, webhooks, developer tools, documentation, integration features, or other technical interfaces.

Customer must use APIs and integrations in accordance with these Terms, the Documentation, applicable technical requirements, rate limits, security requirements, and any additional terms made available by HyperRep.

Customer is responsible for all activity through its API keys, tokens, credentials, integrations, connected accounts, and systems. Customer must keep credentials secure and must not share them with unauthorized parties.

Customer may not use APIs or integrations to interfere with the Services, exceed permitted usage, bypass restrictions, extract data unlawfully, compromise security, or create excessive load.

HyperRep may monitor API usage and may suspend, throttle, rotate, revoke, or restrict API keys, tokens, integrations, or access where we reasonably believe it is necessary for security, performance, compliance, nonpayment, abuse prevention, or protection of HyperRep, customers, users, or third parties.

Third-party integrations and platforms are governed by their own terms, privacy policies, permissions, availability, and technical requirements. HyperRep is not responsible for third-party systems, APIs, data, outages, errors, permission changes, pricing changes, security incidents, or discontinued functionality.

Customer is responsible for maintaining valid accounts, credentials, permissions, and configurations for any third-party systems connected to the Services.

14. Fees and Payment Terms

Fees, payment terms, Service Term, usage limits, renewal terms, and other commercial terms are set forth in the applicable Order Form. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form. If you are paying by invoice, we will invoice you, at the beginning of the applicable Current Term and each subsequent Billing Period.

Unless otherwise stated in an Order Form, fees are non-cancelable and non-refundable to the maximum extent permitted by law.

Customer is responsible for all taxes, duties, levies, and similar governmental assessments associated with its purchases. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Service and performance of Services. You will have no liability for any taxes based upon our gross revenues or net income. At our request, you will provide us with your tax identification information under which you are registered in your registered state; missing this information may impact our ability to service your account, including issuing refunds or credits for applicable taxes.

If Customer fails to pay amounts when due, HyperRep may suspend or terminate access to the Services, charge late fees or interest where permitted, recover collection costs, and pursue any other available remedies. Additionally, we may set off and deduct any amounts you owe us from any amounts we may owe you, including but not limited to refunds, credits, or other payments. These rights are in addition to any other rights and remedies available under this Agreement or at law.

HyperRep may update Service pricing, packaging, or fees as stated in an Order Form or upon notice at the conclusion of the Initial Term. If you do not agree to this increase, you can choose to terminate your Service at the end of your Current Term by giving the notice required in the Order Form and if not specified, 30 days’ notice.

You will keep your business information up to date, including your company name, address, and primary contact. You will also keep your Authorized Payment Method and billing information up to date for the payment of incurred and recurring fees, including your tax information.

15. Support

HyperRep provides support through [email protected] or other support channels made available by HyperRep.

Certain customers may receive additional support contacts, support channels, or account representatives under an applicable Order Form or written agreement.

Unless expressly stated in an Order Form, HyperRep does not provide any service level agreement, uptime commitment, response-time commitment, or support-time commitment.

16. Confidentiality

“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood to be confidential based on the nature of the information or circumstances of disclosure. Confidential Information may include business information, technical information, product plans, pricing, security information, customer information, credentials, integrations, documentation, and Customer Data.

The receiving party will use the disclosing party’s Confidential Information only to perform or exercise rights under these Terms and will protect it using reasonable care. The receiving party may disclose Confidential Information to employees, contractors, advisors, service providers, and representatives who need to know it and are bound by confidentiality obligations.

Confidential Information does not include information that is publicly available without breach, already known without confidentiality restrictions, independently developed without use of Confidential Information, or lawfully received from a third party without confidentiality restrictions.

The receiving party may disclose Confidential Information if required by law, provided that it gives reasonable notice to the disclosing party where legally permitted and cooperates with efforts to limit disclosure.

17. Intellectual Property

HyperRep and its licensors retain all rights, title, and interest in and to the Services, software, technology, APIs, Documentation, designs, interfaces, models, systems, workflows, know-how, templates, and other HyperRep materials, including all related intellectual property rights.

This is an agreement for access to and use of the Service, and you are not granted a license to any software by this Agreement. We retain all intellectual property rights to the HyperRep Content and any other products or services provided under this Agreement. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the HyperRep Documentation, the Service in whole or in part, by any means, except as expressly authorized in writing by us. You may not use the HyperRep trademark without our prior written permission.

Customer may access and use the Services during the applicable Service term solely for its internal business purposes and in accordance with these Terms, the Documentation, and applicable Order Forms.

Customer retains ownership of Customer Data, subject to the license granted to HyperRep in these Terms.

18. Feedback

If Customer or any user provides suggestions, ideas, requests, improvements, or other feedback about the Services, HyperRep may use that feedback without restriction or obligation. You agree that all such comments and suggestions will be non-confidential and that HyperRep owns all rights to use and incorporate them into the Services, without payment or attribution to you.

19. Privacy and Data Protection

HyperRep’s Privacy Policy explains how HyperRep collects, uses, discloses, and protects personal information.

Where HyperRep processes personal information on behalf of Customer, the parties may enter into a data processing addendum or similar agreement where appropriate.

Customer is responsible for providing all legally required privacy notices, obtaining all legally required consents, and ensuring that Customer’s use of the Services complies with applicable privacy and data protection laws.

20. Security and Suspension

HyperRep uses reasonable technical, administrative, and organizational measures designed to protect the Services.

Customer is responsible for securely configuring its accounts, users, permissions, integrations, API keys, portals, and workflows.

HyperRep may suspend, limit, or terminate access to the Services, in whole or in part, if we reasonably believe that:

Customer or any user has violated these Terms;
access presents a security, legal, operational, or compliance risk;
Customer has failed to pay amounts when due;
Customer’s use may harm HyperRep, the Services, another customer, an end user, a third-party provider, or the public;
Customer’s use may violate law or third-party rights;
suspension is required by law, court order, provider requirement, or governmental authority; or
continued access may expose HyperRep to liability.

HyperRep will use commercially reasonable efforts to provide notice of suspension when practicable, unless notice would be unlawful, create risk, compromise security, or undermine enforcement.

21. Beta Features

HyperRep may make beta, preview, experimental, trial, or early-access features available from time to time.

Beta features are provided for evaluation and testing and may be modified, suspended, or discontinued at any time. They may be incomplete, unstable, inaccurate, unsupported, or subject to additional terms.

Beta features are provided “as is” and are excluded from any warranties, service commitments, or indemnities to the maximum extent permitted by law.

22. Disclaimers

The Services are provided “as is” and “as available” except as expressly stated in an applicable Order Form.

To the maximum extent permitted by law, HyperRep disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, reliability, security, and uninterrupted or error-free operation.

HyperRep does not warrant that the Services will meet Customer’s requirements, produce any particular business result, prevent all errors, identify all issues, operate without interruption, or be free from harmful components.

HyperRep does not provide legal, financial, tax, compliance, marketing, communications, employment, insurance, or professional advice. Customer is responsible for obtaining professional advice where appropriate.

HyperRep is not responsible for Customer’s products, services, pricing, quotes, offers, representations, communications, campaigns, legal compliance, end-user relationships, or business decisions.

23. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HYPERREP WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, DATA, USE, OR BUSINESS INTERRUPTION, EVEN IF HYPERREP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HYPERREP’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR ANY ORDER FORM WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO HYPERREP FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO LIABILITY.

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, STATUTE, OR OTHERWISE, AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICES TO YOU.

24. Indemnification

Customer will defend, indemnify, and hold harmless HyperRep and its affiliates, officers, directors, employees, contractors, agents, licensors, and service providers from and against any claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

Customer Data;
Customer’s products, services, pricing, quotes, offers, documents, communications, campaigns, or business practices;
Customer’s use of the Services;
Customer’s violation of these Terms, an Order Form, Documentation, or applicable law;
Customer’s violation of privacy, data protection, marketing, communications, call recording, SMS, email, consumer protection, payment, or industry-specific laws;
Customer’s failure to obtain required consents, permissions, authorizations, or rights;
Customer’s use of APIs, integrations, third-party services, or connected systems;
Customer’s unauthorized or improper use of sensitive or regulated information;
allegations that Customer Data or Customer-provided materials infringe, misappropriate, or violate third-party rights; or
acts or omissions of Customer’s Authorized Users, personnel, contractors, agents, or end users.

HyperRep may control the defense of any matter subject to indemnification if HyperRep determines that Customer’s defense could adversely affect HyperRep. Customer may not settle any claim in a way that admits fault, imposes obligations, or affects rights of HyperRep without HyperRep’s prior written consent.

25. Term and Termination

These Terms apply for as long as you access or use the Services.

Service Terms, Initial Terms, Renewal Terms, and termination rights for paid Services are set forth in the applicable Order Form or written agreement.

Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Services: (i) upon thirty (30) days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.

We may also terminate this Agreement for cause on thirty (30) days’ written notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

Suspension for Prohibited Acts. We may suspend any User’s access to any or all Services without notice for:

(i) use of the Service in a way that violates applicable laws or regulations or the terms of this Agreement, or

(ii) creates legal or security risk or uses the Services in a way that may harm HyperRep, the Services, customers, users, or third parties.

We may, without notice, review and delete any Customer Data or Customer Materials that we determine in good faith violate these terms, provided that, we have no duty to prescreen, control, monitor or edit your Customer Data or Customer Materials.

We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Services ten (10) days after such notice. We will not suspend the Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Service.

We will make commercially reasonable efforts to limit the suspension to the affected portion of the Services, and each party will make reasonable efforts to promptly resolve the issues causing the suspension of the Services. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

Upon termination or expiration, Customer’s right to access and use the Services will end. Customer remains responsible for all amounts incurred before termination. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due. Fees are otherwise non-refundable.

Sections that by their nature should survive termination will survive, including provisions relating to Customer Data, confidentiality, intellectual property, fees, disclaimers, limitations of liability, indemnification, governing law, and miscellaneous terms.

26. Data Export and Deletion

During an active Service Term, Customer may export certain Customer Data using available features of the Services or by contacting HyperRep, subject to technical limitations, legal requirements, security restrictions, and applicable fees.

After termination or expiration, HyperRep may retain, delete, or disable access to Customer Data in accordance with its agreements, policies, legal obligations, backup practices, and operational needs.

HyperRep is not required to retain Customer Data after termination unless expressly agreed in writing or required by law.

27. Changes to the Services or Terms

HyperRep may update the Services from time to time, including by adding, modifying, or removing features.

HyperRep may update these Terms from time to time. If we make material changes, we will take reasonable steps to provide notice, such as posting the updated Terms or notifying customers. Updated Terms become effective when posted or as otherwise stated in the notice.

Continued use of the Services after updated Terms become effective constitutes acceptance of the updated Terms.

28. Governing Law and Venue

These Terms and any dispute arising out of or relating to these Terms or the Services will be governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict of law principles.

The parties agree to the exclusive jurisdiction and venue of the state and federal courts located in Pennsylvania for any dispute arising out of or relating to these Terms or the Services, and each party waives any objection to such jurisdiction or venue.

29. Force Majeure

HyperRep will not be liable for any delay or failure to perform resulting from events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, internet or telecommunications failures, cloud provider failures, third-party service failures, power outages, government actions, changes in law, cyberattacks, or other events beyond HyperRep’s reasonable control.

30. Export Compliance and Sanctions

Customer may not use, export, re-export, import, or transfer the Services except as authorized by applicable law.

Customer represents that it is not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, and that it is not listed on any U.S. government restricted party list.

Customer may not use the Services for any prohibited end use under applicable export control or sanctions laws.

31. Assignment

Customer may not assign or transfer these Terms, any Order Form, or any rights or obligations under them without HyperRep’s prior written consent.

HyperRep may assign or transfer these Terms or any Order Form in connection with a merger, acquisition, reorganization, sale of assets, change of control, or by operation of law.

Any attempted assignment in violation of this section is void.

32. Miscellaneous

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

No waiver is effective unless in writing and signed by the waiving party. Failure to enforce a provision is not a waiver.

Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. You further warrant and represent that you have the authority to procure your Affiliates compliance with the terms of this Agreement.

The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, fiduciary, or employment relationship.

There are no third-party beneficiaries to these Terms unless expressly stated.

Headings are for convenience only and do not affect interpretation.

33. Contract for Service

This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, will not apply to this Agreement.

34. Entire Agreement

This Agreement (including the applicable Order Form), along with our Privacy Policy is the entire agreement between us for the Service and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance, supplier portal, or website. Our obligations are not contingent on the delivery of any future functionality or features of the Service or dependent on any oral or written comments made by us regarding future functionality or features of the Service. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

35. Contact

Questions about these Terms may be sent to:

HyperRep LLC
[email protected]