# Terms of Service **Last revised – Mar 2025** These Terms and Conditions form a part of the Agreement between HyperPerfect and Client, as defined in an applicable Service Order. HyperPerfect and Client are sometimes referred to collectively as the “Parties” and individually as a “Party.” In consideration of the mutual promises set forth in the Agreement and for other good and valuable consideration, the Parties agree as follows: --- ## 1. Definitions **1.1 Client Data** Means all data stored in Client’s Third Party Software environment, data entered into the Services by Client, and the personal data of Users. Client Data does not include: - (a) Any Confidential Information of HyperPerfect (including proprietary formatting, algorithms, database schema, trade secrets, or business knowhow) - (b) Any data compiled by HyperPerfect pursuant to Section 6(c) below. **1.2 Confidential Information** Means any disclosed information—regardless of form or medium—that the Recipient should reasonably expect to be confidential or proprietary, including but not limited to: - Technology, trade secrets, know-how, business operations, plans, strategies, customer information, costs, and pricing; and - Information with contractual or other confidentiality obligations. > **HyperPerfect's Confidential Information:** The terms of the Agreement, the Services and Software (including both source and object code), and any related documentation. > **Client's Confidential Information:** Client Data. Confidential Information does not include information that: - (a) becomes public through no breach of the Agreement; - (b) was known to the Recipient without restriction prior to disclosure; - (c) is received from a third party not under an obligation of confidentiality; or - (d) is independently developed without reference to the Discloser’s Confidential Information. **1.3 Discloser** Means the Party providing Confidential Information. **1.4 Intellectual Property Right(s)** Means any registered or unregistered rights under any patent, copyright, trademark, trade secret, database protection law, or any similar or related rights. **1.5 Recipient** Means the Party receiving Confidential Information. **1.6 Services** Means the Software Products made available to Client via a web browser and the Internet, provided by HyperPerfect via an applications service provider (ASP) model. **1.7 Service Order** Means the document(s) specifying the Software to be included in the Services licensed by Client, as well as any similar documents entered into between the Parties. **1.8 Software / Software Product(s)** Means HyperPerfect’s proprietary computer software programs provided as part of the Services, which may be generally available or provided in a limited alpha or beta testing phase. **1.9 Term** Means the duration of the Agreement as defined in an applicable Service Order. **1.10 Third Party Software** Means any third party accounting software—not owned or published by HyperPerfect—that integrates with the Software to provide the Services. **1.11 User(s)** Means individuals to whom Client grants access to use the Services on Client’s behalf and for whom access credentials have been created. --- ## 2. License and Restrictions **2.1 License** Subject to the terms of the Agreement, HyperPerfect grants Client a limited, non-exclusive, non-transferable, non-assignable (except as provided in Section 13.4), revocable license to use the Services for Client’s internal business purposes during the Term. **2.2 Restrictions** Client agrees not to: - (a) Copy, modify, or create derivative works of the Services or Software; - (b) Reverse engineer, disassemble, decompile, or otherwise attempt to access the source code; - (c) Bypass or breach any security device protecting the Services or Software; - (d) Provide unlawful, injurious, or Harmful Code via the Services; - (e) Damage, disrupt, or impair the Services or HyperPerfect’s provision of services to others; - (f) Use the Services in a manner that infringes any Intellectual Property Right or violates applicable law; or - (g) Use the Services to develop or provide a competing software service or product, or in any way detrimental to HyperPerfect. Client shall not provide access to the Services to any third party that is a direct competitor of HyperPerfect. HyperPerfect reserves the right to restrict access in cases of unauthorized use. **2.3 Agent User Accounts** Client and its Users may use the Services on behalf of any company or organization (each a “Client Customer”) for which Client provides professional accounting and consulting services. Client represents and warrants that: - (a) It is an authorized representative of each Client Customer; - (b) It has necessary authority to access and control each Client Customer’s data; and - (c) It enters into the Agreement on its own behalf for providing such services. By connecting to a Client Customer’s Third Party Software instance, Client permits HyperPerfect to access and store the relevant access credentials. If these representations cease to be true, Client must immediately notify HyperPerfect and disconnect the affected service. **2.4 Responsibility for Users** Client is solely responsible for all activities conducted under its account, including maintaining secure access credentials. Client must notify HyperPerfect immediately of any unauthorized access. HyperPerfect is not liable for losses resulting from such unauthorized use. **2.5 Services and Service Order** The licensed Services are governed by one or more Service Orders, which incorporate these Terms and Conditions. --- ## 3. Support and Maintenance During the Term—and provided Client is current on all undisputed Fees and in material compliance with the Agreement—HyperPerfect will provide technical support via telephone, email, and website. HyperPerfect will make reasonable efforts to respond to and correct technical issues. Client agrees to cooperate by providing necessary information. Related online materials, instruction manuals, and documentation are available at [www.hyperperfect.ai](https://www.hyperperfect.ai). --- ## 4. Fees During the Term, Client shall pay HyperPerfect the undisputed Fees as specified in the Service Order(s) (the “Fees”). - Client is responsible for all applicable taxes on the Fees. - Fees must be paid in U.S. Dollars by the date specified on the invoice or, if unspecified, within 30 days of the invoice date. - Fees are invoiced in advance on the first day of each month and must be paid in full without setoff. - Unpaid Fees will accrue interest from the due date until paid at the lesser of 1.5% per month or the maximum permitted by law. - HyperPerfect reserves the right to set off any liability owed to Client against any amount Client owes. ### 4.1 CPI Increase Upon or after each anniversary of the Effective Date, HyperPerfect may increase the Fees by the annual percentage increase in the Consumer Price Index (for “all items less food and energy”) as reported by the Bureau of Labor Statistics. Notice of such an increase will be provided at least 30 days in advance. --- ## 5. Term and Termination **5.1 Term** The Agreement commences on the Effective Date and remains in effect during the Term as defined in the Service Order, unless terminated by either Party upon 30 days’ written notice of non-renewal. **5.2 Termination for Cause** Either Party may terminate the Agreement for cause if the other Party: - (a) Commits a material breach that is not cured within 30 days after written notice; or - (b) Becomes insolvent, ceases to do business, or files for bankruptcy. **5.3 Effect of Termination** - Upon termination, HyperPerfect will discontinue providing the Services, and Client must cease using them. - If terminated by HyperPerfect under Section 5.2, Client must immediately pay all Fees due through the end of the current Term. - If terminated by Client under Section 5.2, Client shall pay all accrued Fees up to the date of default, and HyperPerfect will refund any pro-rated, unearned Fees prepaid by Client. --- ## 6. Client Data; License Rights - **Ownership:** Client retains all right, title, and interest in and to Client Data. - **License Grant:** Client grants HyperPerfect a non-exclusive license to: - (a) Copy, use, modify, distribute, display, and disclose Client Data solely as necessary to provide the Services; - (b) Use Client Data for internal purposes such as operational analytics, financial reporting, and audit functions; and - (c) Share aggregated and anonymized Client Data with third parties, provided that such data does not identify Client or include personally-identifying information. These license rights are perpetual and paid-up. Once Client Data is aggregated and anonymized, it is no longer considered Client Data or Confidential Information. --- ## 7. Ownership of HyperPerfect’s Intellectual Property HyperPerfect and its licensors exclusively own all rights, title, and interest in: - (a) The Software and Services; - (b) Any suggestions, ideas, enhancements, or feedback provided by Client; and - (c) Any aggregated and anonymized data as described in Section 6. This Agreement does not grant Client any rights of ownership in the Software, Services, or HyperPerfect’s Intellectual Property. HyperPerfect’s logo and product names are trademarks of HyperPerfect (or its licensors). --- ## 8. Confidential Information ### 8.1 Use and Disclosure The Recipient shall: - (a) Use Discloser’s Confidential Information solely as necessary to fulfill its obligations under the Agreement; - (b) Limit access to such information to those representatives who need to know and have been informed of its confidentiality; - (c) Safeguard the Confidential Information using at least the same degree of care as used for its own confidential data; and - (d) Be liable for any unauthorized disclosure by its representatives. If the Recipient is compelled by law to disclose Confidential Information, it shall: - (A) Provide prompt written notice to the Discloser prior to disclosure (if permitted by law) to allow the Discloser to seek a protective order; and - (B) Assist the Discloser at the Discloser’s expense in opposing or limiting the disclosure. ### 8.2 Injunctive Relief Both Parties agree that monetary damages may not suffice in the event of a breach of this Section, and the Discloser is entitled to seek injunctive relief in addition to any other remedies. --- ## 9. Representations and Warranties Client represents and warrants that: **9.1 Authority** - It has the power and authority to enter into the Agreement and perform its obligations without breaching any other agreement. **9.2 Compliance** - It will comply with all applicable laws, rules, and regulations related to the provision and use of the Services. **9.3 Restrictions** - It will not violate, nor knowingly permit others to violate, the restrictions set forth in Section 2.2. **9.4 Intellectual Property Rights** - It owns or is duly authorized to use all Intellectual Property Rights in the Client Data, sufficient to grant HyperPerfect access to perform its obligations. If a violation of these warranties is detected, HyperPerfect reserves the right to suspend User accounts or remove restricted content, providing an opportunity to cure the violation at its discretion. **9.5 Limited Warranties** - Except as expressly provided herein, HyperPerfect makes no warranties regarding the reliability, accuracy, or completeness of the Software or Services, which are provided “as is.” - HyperPerfect does not warrant that the Services will be uninterrupted or error-free, nor that they will meet Client’s requirements. - All implied warranties, including fitness for a particular purpose, are disclaimed. **9.6 Beta Versions** - If Client licenses any Software or features designated as “alpha” or “beta,” Client acknowledges that such versions may contain bugs or errors and are provided at a discount for evaluation purposes. HyperPerfect does not warrant their accuracy or reliability. --- ## 10. Limitations of Liability To the maximum extent permitted by law, HyperPerfect shall not be liable for any indirect, punitive, special, exemplary, incidental, or consequential damages (including loss of data, revenue, profits, or economic advantage) arising from or related to the Software, Services, or Agreement—even if advised of the possibility of such damages. The total aggregate liability of HyperPerfect shall not exceed the Fees paid by Client in the three (3) months immediately preceding the claim. These Terms constitute Client’s exclusive remedy regarding any claims related to the Services. --- ## 11. Indemnification Client shall indemnify, defend, and hold harmless HyperPerfect and its affiliates, officers, directors, and employees (each a “HyperPerfect Indemnitee”) from any losses, including attorneys’ fees and costs, arising from any claim, suit, or proceeding related to: - (a) The processing of Client Data by HyperPerfect; - (b) Any materials or information provided by Client without HyperPerfect’s contribution; - (c) Client’s or its Users’ breach of any representation, warranty, or obligation under the Agreement; or - (d) The gross negligence or willful misconduct of Client or its Users. ### 11.1 Indemnification Procedure Client may assume control of the defense of any claim, with HyperPerfect reasonably cooperating at Client’s expense. Client may not settle any claim without HyperPerfect’s consent unless the settlement includes an unconditional release of HyperPerfect. --- ## 12. Mandatory Arbitration; Class Action/Jury Trial Waiver Any dispute or claim relating to the Services or this Agreement shall be resolved by binding arbitration under the rules of the American Arbitration Association (AAA), except for claims eligible for small claims court. - Arbitration shall be conducted in accordance with the AAA’s Commercial Arbitration Rules and governed by the Federal Arbitration Act and Delaware law. - The arbitrator’s decision is final and binding, and judgment may be entered in any court having jurisdiction. - The Parties waive their rights to file a lawsuit, to a jury trial, and to participate in a class action. ### 12.1 Arbitration Procedure To initiate arbitration, Client must send a written notice (in accordance with Section 13.11) to HyperPerfect describing its claim. Arbitration may be conducted by telephone, based on written submissions, or in person at a mutually agreed location. --- ## 13. General **13.1 Electronic Signatures** Client agrees that an electronic signature is legally binding and has the same effect as a handwritten signature. **13.2 Changes to Terms and Conditions; Software** HyperPerfect may modify these Terms and Conditions at any time by posting updates on its website or notifying Client by other reasonable means. Continued use of the Services constitutes acceptance of any changes. HyperPerfect may also change or discontinue the Services or any Software Product, in whole or in part. **13.3 Choice of Law and Jurisdiction** - The Agreement is governed by the laws of the State of Delaware (without regard to conflict of law principles). - Disputes not subject to arbitration shall be resolved in the state or federal courts nearest Salt Lake City, Utah, and the Parties consent to the jurisdiction of those courts. - The prevailing party in any dispute shall be entitled to recover reasonable attorneys’ fees and costs. **13.4 Assignment** Neither Party may assign the Agreement without the prior written consent of the other, except HyperPerfect may assign it to its successor in a merger, acquisition, or change of control. **13.5 Entire Agreement; Amendment; Counterparts** This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements. Any amendments must be in writing and signed by both Parties. Service Orders may be executed in counterparts, each of which is deemed an original. **13.6 Severability** If any provision is held invalid or unenforceable, it shall be modified or severed to the minimum extent necessary, and the remaining provisions will remain in full force. **13.7 Waiver** Failure to enforce any provision shall not constitute a waiver of future enforcement. No modification, extension, or waiver is valid unless in writing and signed by an authorized representative. **13.8 Force Majeure** Neither Party shall be liable for delays or failures in performance (except for payment obligations) due to events beyond its reasonable control (e.g., natural disasters, war, civil unrest). If such events persist for more than one calendar month, either Party may terminate the Agreement with 30 days’ written notice. **13.9 No Agency** Nothing in this Agreement creates an agency, franchise, joint venture, partnership, or employment relationship. The Parties are independent contractors, and neither has the authority to bind the other. **13.10 Survival** Obligations under Sections 6, 7, 8, 9, 10, 11, 12, 13, and any provisions that by their nature should survive termination shall remain in effect following termination of the Agreement. **13.11 Notices** Notices required or permitted by this Agreement must be in writing and delivered by: - Registered mail (return receipt requested) - Overnight air courier - Electronic mail - **To HyperPerfect:** - Registered mail or courier: to its registered agent in California - Electronic mail: [[email protected]](mailto:[email protected]) - **To Client:** - Sent to Client’s primary contact as specified in the Agreement Notices by registered mail or courier are effective upon receipt; electronic mail notices are effective one day after transmission if no delivery failure is reported. **13.12 Export Controls** The Services are subject to U.S. export controls administered by various U.S. agencies. Client agrees that the Software and Services will not be used in violation of U.S. export laws, and that the Software and Services will not be used by nationals or residents of embargoed countries or by any person listed as a Designated National. Client agrees to comply with all applicable U.S. export laws. --- *This Terms of Service document is part of the Agreement between HyperPerfect and Client and is binding upon acceptance and continued use of the Services.* Go back to [HyperPerfect's Home Page](https://www.hyperperfect.ai/).