BEFORE USING OR ACCESSING THE HYPERC WEB APPLICATION SOFTWARE ACCESSIBLE AT https://hyperc.com/ AND RELATED SERVICES (THE “SERVICE”) PROVIDED BY CRITICALHOP INC. (“CRITICALHOP”), YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS (THIS “AGREEMENT”). USING OR ACCESSING THE SERVICE INDICATES YOUR ACCEPTANCE OF THIS AGREEMENT AND ESTABLISHES A BINDING AND EXECUTED WRITTEN AGREEMENT BETWEEN YOU AND HYPERC. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICE.
2. Use; License Grant.
The Service is licensed to you for your personal use or internal business or professional purposes consistent with the terms of this Agreement. Upon registering for the Service, HyperC may make the Service accessible to you via downloadable software files or via a web application. HyperC grants you a limited license to use the Service solely for your personal use consistent with the terms of this Agreement.
3. Proprietary Rights.
You agree that you will not (a) disclose the Service or any software provided in connection with the Service (“Software”) or the ideas, techniques and concepts contained therein or any other information relating to the Service or the products, services, technology or business of HyperC (collectively, “Confidential Information”), to any third party without the prior written consent of HyperC, (b) use any Confidential Information other than as necessary to use the Service or any Software consistent with the terms of this Agreement, (c) copy the Service or Software or any portion thereof, or (d) use the Service or Software for any purpose except as expressly authorized in this Agreement. The Software, including any documentation, is subject to the protection of the copyright laws of the U.S. and foreign jurisdictions, which prohibit unauthorized copying and distribution of copyrighted works. The Software and documentation incorporate HyperC’s proprietary and confidential algorithms and techniques that are subject to legal protection as trade secrets. HyperC reserves all rights not expressly granted to you, including all title and exclusive ownership of the Service, any and all Software or updates thereto and source code for the Service.
4. Disclaimers; Limitations of Liability.
THE SERVICE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND. HYPERC DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS RELATING TO THE SERVICE, WHETHER EXPRESS, IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATION, WARRANTY, OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. IN NO EVENT WILL HYPERC BE LIABLE FOR (A) LOSS OF PROFITS, REVENUE, OR LOSS OR INACCURACY OF DATA, OR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, OR (B) ANY AMOUNTS IN EXCESS OF ONE HUNDRED DOLLARS ($100), EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some states and other jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, HYPERC’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
5. Dispute Resolution; Jury Waiver; Liability.
This Agreement shall be governed and will be construed and enforced in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. In any action between or among any of the parties (which term, as used herein, shall be deemed to include any of their affiliates, managers, members, directors, officers, successors or assigns) whether arising out of this Agreement or otherwise, each of the parties irrevocably and unconditionally (a) consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware; and (b) waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or any transaction completed hereby.
Any disagreement, dispute, claim, or controversy between or among any HyperC end user and/or its partners/suppliers which may arise from the manner in which the services of such end user, partner, or supplier have been provided and/or the manner in which they are rendered, including, without limitation, any fee disputes, or claims relating to the making, transmission, or receipt or alleged non-receipt of any monies shall be settled externally with no liability from HyperC. HyperC is not an intermediary or agent of any end user of the HyperC software or application and shall not be held responsible or accountable for any commercial or business or similar disputes among any of such parties or unrelated to the functionality of HyperC software or related to any flaws arising from third-party integration. To the fullest extent permissible by applicable law, HyperC shall bear no liability for any disagreement, dispute, claim, or controversy whether on any ground that may arise by and between HyperC end users.