The following HyperStart Proof of Concept Terms (hereinafter referred to as the “Terms”) apply to the use of Services (as defined below) as provided and entered into by and between HyperVerge Technologies Private Limited (“HyperStart”, “we”, “our”, “us”) and entity/organisation named as ‘Client’ in the POC (“Client”, “you” “your”). HyperStart and Client are collectively referred to as “Party” / “Parties”.
CLAUSE 1. DEFINITIONS.
“Client Data” means documents, information and data, provided/uploaded by the Client to the Platform pursuant to these Terms for receipt of Services.
“Client Personal Data” means Personal Data pertaining to Client’s users or employees processed by HyperStart to provide the Services.
“Confidential Information” means any non-public information disclosed by the Disclosing Party to the Receiving Party, in any form, whether designated as confidential or not by the Disclosing Party. Confidential Information does not include information that the Receiving Party can demonstrate through reasonable evidence that was (a) publicly available without breach, (b) already lawfully known, (c) rightfully received from a third party without restriction, or (d) independently developed without reference to the Disclosing Party’s Confidential Information.
“Disclosing Party”means the Party disclosing Confidential Information.
“Intellectual Property” means all worldwide rights in intellectual property including in trade names, service marks, trademark, logos, patents, patent rights (including patent applications and disclosures), inventions (whether or not patentable), source code, object code, APIs, UI/UX, and documentation, trade secrets, customer lists, databases, copyrights (including registrations and applications therefor), works of authorship, moral rights, technology, computer software in source and object code and related algorithms, models and methodologies and all other tangible embodiments thereof, documentation, know-how, derivative works, and any other intellectual property rights of any kind or nature and however designated under any applicable law anywhere in the world and all derivatives thereof.
“Receiving Party”>means the Party receiving Confidential Information.
“Services” shall mean the provision of access to the Platform, contract management services rendered via the Platform, in accordance with these Terms.
“Personal Data”means any information that describes, relates to or identifies a natural person, or is capable of identifying such person.
“Platform”refers to the cloud-based contract lifecycle management platform on which the creation, management, review, execution and tracking of contracts is enabled in accordance with these Terms.
CLAUSE 2. LICENSE GRANT
2.1.Grant of License:Subject to Client’s compliance with these Terms, HyperStart grants to the Client a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable license to access and use the Platform for the limited purpose of receipt of Services during the Term, solely within the Client’s organization. It is hereby agreed between the Parties that the Platform shall solely be used for the purpose of internally evaluating the Services in order to determine whether to enter into a commercial agreement for the licensing of the Services for the Client’s usage (the “POC”).
2.2.License to process Client Data: The Client hereby grants to HyperStart, a limited and non-exclusive license to process Client Data and Client Personal Data during the Term of the POC for the limited purpose of POC.
2.3. Reservation of Rights: Except for the limited license rights expressly granted under these Terms, nothing in these Terms shall be construed to grant, assign, by implication or otherwise any other right, title, or interest in the Intellectual Property of one Party to the other Party. All rights not expressly granted hereunder are reserved.
2.4. Ownership of HyperStart Intellectual Property. HyperStart shall at all times be the sole owner of all Intellectual Property forming a part of existing Intellectual Property of HyperStart, including all copies, derived works, modifications, iterations, improvements created in respect of the Platform and the Services prior to, during and post the Term of the POC Agreement.
2.5. Ownership of Client Data: It is hereby clarified that all Client Data and Client Personal data shall remain the sole property of the Client.
CLAUSE 3. OBLIGATIONS
1. Obligations of the Client:
- The Client will be responsible to obtain consents as required by applicable law to enable HyperStartto use, share, store, and process the Client Data and Client Personal Data, provided by the Client.
- Client acknowledges and understands that the quality of the output of the Services are dependent on the accuracy, quality, integrity, reliability, and appropriateness of the information and documents uploaded by the Client.
2. Obligations of HyperStart:
- HyperStartshall render the Services in accordance with the provisions, specifications, conditions set forth in these Terms.
- HyperStartshall implement and maintain comprehensive data privacy and security measures throughout the Term to ensure the confidentiality, integrity, and availability of Client Data and Client Personal Data. Such measures shall include appropriate technical, organizational, and administrative safeguards consistent with applicable data protection laws and generally accepted industry standards (including ISO 27001 or equivalent frameworks).
CLAUSE 4. REPRESENTATIONS, WARRANTIES AND COVENANTS
4.1.Each Party hereby represents and warrants that:
(a) it is a legally incorporated entity in accordance with applicable laws;
(b) it has obtained all necessary internal, governmental, statutory licenses and approvals necessary for the execution of the POC Agreement and these Terms;
HyperStart hereby represents and warrants that it is the sole and exclusive owner of all Intellectual Property contained in the Services and that the same does not infringe the Intellectual Property Rights of any third party whatsoever.
4.2.Disclaimer of Warranties: SERVICES ARE RENDERED PURELY ON AN ‘AS IS’ BASIS. EXCEPT AS EXPRESSLY PROVIDED HEREIN OR TO THE EXTENT PROHIBITED BY APPLICABLE LAW, HYPERSTART DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, COMPATIBILITY, FITNESS FOR A PARTICULAR PURPOSE, IMPLIED, EXPRESS, STATUTORY OR REPRESENTATIONS AND WARRANTIES OF ANY OTHER KIND OR OF ANY OTHER DESCRIPTION WHATSOEVER.
4.3.Artificial intelligence: The Services may incorporate artificial intelligence and machine learning technologies. While reasonable efforts are made to ensure accuracy and reliability, the results generated may vary and are influenced by the quality and completeness of Client Data provided by the Client. Such results may not always be fully accurate, complete, or suitable for every intended purpose. HyperStart does not accept liability for decisions made based on such outputs and recommends that the Client exercise appropriate judgment and validation where necessary.
CLAUSE 5. CONFIDENTIALITY
5.1. The Receiving Party shall keep the Disclosing Party’s Confidential Information strictly confidential and shall not disclose it to any third party without prior written consent, except to its employees, officers, consultants, auditors, legal advisors, and sub-processors strictly on a need-to-know basis for providing the Services. The Receiving Party shall undertake reasonable care to protect such information, and shall notify the Disclosing Party promptly of any unauthorized disclosure or access. Upon written request at the termination or expiration of the POC Agreement, the Receiving Party shall delete all Confidential Information in its possession, except to the extent retention is required by applicable law or for audit purposes.
5.2. This Clause shall survive for a period of 3 (three) years from expiration or the termination of the POC Agreement and these Terms.
CLAUSE 6. INDEMNIFICATION & LIMITATION OF LIABILITY
6.1. Indemnity by HyperStart: HyperStart agrees to defend the Client from any suit or action brought by a third-party against the Client (a) alleging the Services infringe third party Intellectual Property (b) resulting from unauthorised disclosure or misuse of Client Data and Client Personal Data provided by the Client directly resulting from HyperStart’s breach of these Terms. HyperStart shall indemnify the Client, from and against any actual and direct damages, and costs finally awarded against the Client, resulting from such aforementioned claims.
6.2. Infringement Remedy: Notwithstanding the obligation of HyperStart to indemnify the Client under Clause 6.1, if a claim arises under Clause 6.1(a) above, and if HyperStart determines that continued your use of Services is likely to infringe third party Intellectual Property, or if the Services infringe third party Intellectual Property, HyperStart may in its discretion and at no cost to the Client (i) modify the Services so that they are no longer claimed to infringe or misappropriate, or (ii) obtain a license for Client’s continued use of that Service in accordance with these Terms, or (iii) terminate your subscription to the Services and offer a pro-rata refund to you of any prepaid fees for the then-remaining or unexpired portion of the subscription. This will be HyperStart’s sole liability for infringement of third party Intellectual Property.
6.3. Indemnity by Client:The Client agrees to defend HyperStart, from any suit or action brought by a third-party against HyperStart alleging that any Client Data or Client Personal Data and/or any other material provided or made accessible by the Client infringes, misappropriates, or otherwise violates any Intellectual Property, right of privacy or other right of any person. Client shall indemnify HyperStart, its directors and employees, from and against any actual and direct damages and costs finally awarded against HyperStart resulting from such aforementioned claims.
6.4.Limitation of Liability: ALL LIABILITY HEREUNDER HAS BEEN DISCLAIMED BY PARTIES TO THE FULLEST EXTENT PERMITTED UNDER THE APPLICABLE LAWS. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, FAILURE OR EVENTUALITY, INCLUDING LOSS OF PROFIT, LOSS OF ANTICIPATED REVENUE, WHICH ARISES DUE TO ANY ACT AND/OR OMISSION OR OF ANY KIND IN CONNECTION WITH THESE TERMS, EVEN IF SUCH PARTY HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL HYPERSTART BE LIABLE TO THE CLIENT IN AN AGGREGATE AMOUNT GREATER THAN THE POC FEES.
6.5.Indemnification Process: Indemnification under Clauses 6.1 and 6.3 is subject to Clause 6.6. The indemnified Party must promptly notify the indemnifying Party, who may, at its expense, manage settlements and litigation with reasonable assistance. Delayed notice absolves the indemnifying Party from increased losses. The indemnified Party must mitigate its damage and costs.
CLAUSE 7. TERMINATION
7.1. Termination:Either Party may terminate the POC Agreement by providing a notice of 10 (ten) business days to the other Party. Termination will not alter or affect the terminating Party’s right to exercise any other remedies.
7.2. Consequences of Termination: Upon the expiration or termination of the POC Agreement, all rights and licenses granted hereunder shall cease. Outstanding POC Fees, if any, shall be settled not later than fifteen (15) days from the date of termination or expiry.
CLAUSE 8. GENERAL CLAUSES
8.1. Anti-Corruption and Anti-Bribery:Neither HyperStart nor Client has nor shall directly or indirectly, offer, promise, give, authorize, solicit, or accept any undue advantage, bribe, kickback, or any other form of improper payment or benefit to or from any individual, including but not limited to government officials, employees, or representatives of any private or public organization, with the purpose of influencing their actions, decisions, entering into this engagement, obtaining or retaining business or any improper advantage.
8.2. Waiver:Any rights under these Terms may be waived off by the respective Party. No waiver of any term or condition of these Terms, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of these Terms on any future occasion. Further, a waiver of any breach of any provision of these Terms shall not constitute a waiver.
8.3. Assignment:Except in the case of a merger, acquisition or solvent corporate reorganisation, neither Party may assign or otherwise create any interest in any of its rights or obligations under the Order Form or these Terms without the prior written consent of the other Party.
8.4. Entire Agreement: The POC Agreement is hereby incorporated into these Terms, and together constitute the entire understanding of the Parties and supersedes all previous communications, representations, or understandings, between the Parties relating to the subject matter thereof.
8.5. Third-Party Service Providers:
- We may engage select third party service providers, in order to render the Services to you and for the smooth functioning of the Platform for example -cloud hosting services, billing and payment gateways, cyber security services, performance measurement services etc. Any such sharing of your data with third parties by us shall be strictly on a need to know basis in compliance with the applicable laws and solely for the provision of Services to you. With respect to any external third party services, events that may be linked on the Platform, we request you to go through the respective privacy policy and terms and conditions of the specific third party that would be applicable. We do not make any guarantees or representations to you with respect to such third parties and require you to independently evaluate such third parties before sharing any information with them.
- HyperStart shall not be responsible for any unavailability of Services, downtimes, errors due to errors or omissions by third parties which are outside of its reasonable control. In case of such third-party system scheduled downtime, the same shall be notified to you as and when we are intimated of the same.
8.6. Governing Law and Dispute Resolution: The POC Agreement and these Terms shall be interpreted in accordance with the laws of state of New York and any dispute arising out of or in relation to these Terms shall be subject to the exclusive jurisdictions of the courts in New York City, New York. The Parties shall first attempt in good faith to resolve any dispute by negotiation and consultation between themselves. In the event that the Parties are unable to reach a satisfactory solution within thirty (30) days from the date of the dispute, any such dispute arising out of or in connection with this Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, the place of arbitration shall be New York City, New York. The arbitral proceedings shall be conducted by a sole arbitrator. All proceedings shall be in English. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The award of the Arbitrator shall be final and binding on the Parties.This Clause shall, at all times, survive any expiration or the termination of these Terms.
8.7. Grievance Redressal/Support: For any queries, grievances or concerns in relation to these Terms or the Order Form, please contact the our Grievance Officer whose details are provided below: Mr. Saiventakesh Ashokkumar, Grievance Officer Contact us: [email protected]. We will endeavour on a best efforts basis to acknowledge your query/concern or grievance and provide further communication on the same without undue delay.
8.8. No Obligations:The Parties agree that this POC Agreement creates no obligation to enter into any subsequent commercial agreement. Any future engagement shall be subject to mutual agreement between the Parties.
8.9. Data Processing Addendum: For the Personal Data provided by the Client to HyperStart, HyperStart shall process such Personal Data in accordance with the Data Processing Addendum located at https://www.hyperstart.com/dpa-usa/ (“DPA”), which is hereby incorporated by reference.