By using the hyperise SaaS platform the Customer agrees to be bound by the following terms and conditions ('Service Terms and Conditions').
1. Acceptance
1.1. hyperise reserves the right to update and change the Service Terms and Conditions from time to time without notice. Any new features that augment or enhance the Services, including the release of new tools and resources, shall be subject to the Service Terms and Conditions.
1.2. Continued use of the Services after any such changes shall constitute the Customer's consent to such changes. The most current version of the Service Terms and Conditions at any time at: hyperise.com/terms
1.3. Violation of any of the Service Terms and Conditions below will result in the termination of your Account.
1.4. Notwithstanding hyperise prohibitions on certain conduct and content as specified within these Service Terms and Conditions, the Customer hereby acknowledges and agrees that hyperise shall not be responsible for the content posted on the Services ('Content') and The Customer hereby agrees to use the Service its own your own risk.
2. Customer Obligations
2.1. The Customer hereby agrees to the following obligations as conditions of using the Services:
2.1.1. The Customer must be 13 years of age or older to use the Services.
2.1.2. The Customer must provide its legal full name, a valid email address, full billing information and any other information requested in order to complete the registrations process and advise hyperise as soon as possible as to any changes or updates to such information.
2.1.3. The Customer is responsible for maintaining the security of its account and password. hyperise shall not be liable for any loss or damage arising from the Customer's failure to comply with such security obligations.
2.1.4. The Customer is are responsible for all Content posted and activity that occurs under your account (even when Content is posted by others who have gained access to the Customer's account).
2.1.5. The Customer must not modify, adapt or hack the Services or modify another website so as to falsely imply that it is associated with the Services, or any other hyperise service.
2.1.6. The Customer may not use the Services for any illegal or unauthorised purpose.
2.1.7. The Customer must not violate any laws in its jurisdiction (including but not limited to copyright and other intellectual property laws) in any way connected (whether directly or indirectly) to its use of the Services.
2.1.8. The Customer must not reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission by hyperise.
2.1.9. The Customer must not upload, post, host, or transmit unsolicited email, SMSs, or 'spam' messages.
2.1.10. The Customer must not transmit any worms or viruses or any code of a destructive nature.
3. Payments and Refund Terms
3.1. The Customer shall pay hyperise the monthly fee for the Services via credit card, debit card or PayPal, the first such payment is taken in advance of service commencement. Payments thereafter are due to be made on the same day of each month thereafter.
3.2. The monthly fee shall be determined by the package selected by the Customer at the time of subscription, subject to any price adjustment made by hyperise in accordance with clause 6.1.
3.3. The Customer shall not, in any circumstances, be entitled to any refunds or credits for setup fees, payments in lieu of service, upgrade/downgrade refunds, or refunds for months unused with an open account.
3.4. All fees payable in respect of the Services are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
3.5. hyperise will use commercially reasonable efforts to have the Customer's application approved by the appropriate platform provider. hyperise is not able to guarantee acceptance. If a Customer's application is denied by the appropriate platform provider the Customer shall be entitled to cancel its account, however, any payments received by hyperise prior to notification of non-acceptance by a platform provider shall be non-refundable in accordance with clause 3.1.
3.6. If the customer opts to upgrade their reseller package within six months of opening their account the customer will be charged the difference in price between the lower package set up fee and the higher package set up fee, in line with the setup fee price at the time of upgrade.
3.7 The Customer shall be liable for overage charges, based on app usage, as per the most recent overages charges, in accordance clause 8.
4. Annual Subscription Terms
4.1 All annual fees payable shall be processed in advance of service commencement. The customer will be charged the annual rate stated at the time of purchase as one lump sum, plus applicable taxes. The customer's contract will renew automatically, on their annual renewal date, until a formal notification of cancellation is received in line with hyperise's cancellation policy. Renewal rates are subject to change, but the customer will always be notified beforehand.
4.2 The customer shall not, in any circumstances, be entitled to any refunds or credits for setup fees, payments in lieu of service, or upgrade/downgrade refunds, or refunds for months unused with an annual subscription.
5. Payment Default Terms
5.1. In the event a Customer fails to meet payment of the subscription fee due in respect of the Services, the Customer shall be treated as being in default.
5.2. In the event of the Customer's default, any information or files on hyperise' host space, may be removed by hyperise at its sole discretion. hyperise shall not be responsible for any loss of data incurred as a result of the removal of the service, nor shall it have any liability is respect of such removal.
5.3. Removal of the Customer's material from hyperise host space does not relieve the Customer of the obligation to pay any outstanding charges assessed to the Customer's account.
5.4. Cheques returned for insufficient funds, or electronic payments returned unpaid will incur a return charge of $25 each and the Customer's account will immediately be considered to be in default until full payment is received by hyperise in cleared funds.
5.5. Customers with accounts in default agree to pay hyperise's reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by hyperise in enforcing these Service Terms and Conditions.
6. Cancellation and Termination
6.1. hyperise shall be entitled to cancel provision of the Services, without notice and without any obligation to refund any amount paid in lieu of the month of termination, in the event that the Customer: 5.1.1. is in default in respect of payment of any invoices or subscription fees; or 5.1.2. is in breach of any of the conditions set out in clause 2.1 or clause 9.
6.2. The Customer shall be entitled to cancel the Services at any time. Their cancellation will take effect within 1 working day of request and the Customer shall not receive a refund for fees paid in lieu of service. To Cancel your account you need to email cancellations@hyperise.com, cancellation can only be requested by the account owner.
6.3. Upon cancellation of the Services all Customer Content will be deleted. This information cannot be recovered once the Customer's account is cancelled.
6.4. If the Customer cancels the Services prior to the end of the period for which the Customer has paid for the Services, cancellation will take effect immediately and no further charge will be made to the Customer.
6.5. If the Customer is in default and submits a cancellation request, such cancellation will not be effected until all overdue amounts are received by hyperise in cleared funds. Until such time as hyperise has received all outstanding sums due, the monthly fee in respect of the Services will continue to accrue notwithstanding any cancellation request.
7. Modifications to the Services and Prices
7.1. hyperise reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) and to revise the monthly fees payable in respect of the Services, in all cases with or without notice.
7.2. hyperise shall not be liable to the Customer or to any third party for any modification, price change, suspension or discontinuance of the Services.
7.3. From time to time, hyperise may issue an update to the hyperise systems that may add, modify, and/or remove features from the application. These updates may be pushed out automatically with little or no notice, although hyperise will take all reasonable steps to notify the Customer in advance of an upcoming update, including details on what the update includes.
8. Severance from Hosting Platform
8.1. The Customer may elect to sever its Content from hyperise's platform ('Severance'). provided their account is not in default and subject to the payment by the Customer of a resubmission fee.
8.2. In the event of Severance, hyperise shall cease to have any obligations under these Service Terms and Conditions, and the Customer's Pages and Messenger shall cease receiving updates and improvements to the Services.
9. Intellectual Property Rights and Content
9.1. hyperise claims no intellectual property rights over the material the Customer provides to the Service including Content.
9.2. All intellectual property rights (including source code) arising out of the creation and development of the Services by hyperise shall be and shall remain the sole property of hyperise.
9.3. hyperise is under no obligation to screen Content, but hyperise has the right (but not the obligation) in its sole discretion to refuse or remove any Content that is provided by the Customer.
10. General Conditions
10.1. The Customer's use of the Content Management System is at the Customer's sole risk. The service is provided on an 'as is' and 'as available' basis. Technical support is only available via email. The technical support email address is support@hyperise.com.
10.2. The Customer hereby authorises hyperise to use, reuse, and to grant others the right to use and reuse, its Content, and any reproduction or simulation thereof, in any form of media or technology now known or hereafter developed, both during and after the Customer's use of the Services, for any purposes related to the Services.
10.3. The Customer hereby acknowledges that hyperise uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services and that hyperise cannot be held liable for any failure or delay on the part of such third party vendors and hosting partners.
10.4. hyperise has the authority, but not the obligation, to remove Content and Customer accounts containing Content that hyperise determines in its sole discretion to be actually or potentially unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or actually or potentially in violation of any party's intellectual property rights or these Service Terms and Conditions.
10.5. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any hyperise customer, employee, member, or officer will result in immediate account termination.
10.6. The Customer hereby acknowledges and accepts that understand that the technical processing and transmission of the Services, including the Customer's Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
10.7. hyperise does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the Service will be corrected.
10.8. The Customer hereby acknowledged and agrees that hyperise shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if hyperise has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorised access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service.
10.9. The failure of hyperise to exercise or enforce any right or provision of these Service Terms and Conditions shall not constitute a waiver of such right or provision.
10.10. These Service Terms and Conditions shall constitutes the entire agreement between the Customer and hyperise and govern the Customer's use of the Services, superseding any prior agreements between you and hyperise (including, but not limited to, any prior versions of these terms and conditions.
10.11. Under no circumstances shall hyperise's liability under this agreement exceed the amount actually paid to hyperise by the Customer during the 12 months preceding the event which causes such liability to arise.
11. Governing Law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.