Terms and Conditions

Effective date: 2024-01-01

These Terms and Conditions (the “Terms”) govern the licensing of software by Hopkins Digital Ventures LLC, doing business as Hyperlint.com, a company located at 2108 N St. STE N, Sacramento, CA 95816 (hereinafter “Hyperlint”). These Terms apply to the entity or individual identified as the customer on the Order Form (“Customer”) for the subscription services as detailed in the Order Form, entered into either in writing or electronically between the Customer and Hyperlint (the “Order Form” and, together with these Terms, this “Agreement”). Any capitalized term not defined herein shall have the meaning ascribed to it in the Order Form.

Certain Definitions

For the purposes of these Terms, the following definitions apply:

“Access Credentials” refers to any username, ID number, password, license or security key, token, PIN, or other security code or device used, alone or in combination, to verify an individual's identity and authorization to access and use the Services.
“AI Functionality” means the artificial intelligence features and functionalities available to specific Users as part of the Services.
“Authorized User” is an individual authorized by the Customer to access the Services.
“Hyperlint Materials” encompasses the Services, Documentation, Hyperlint Systems, and all other information, data, materials, works, content, devices, methods, processes, hardware, software, technologies, and inventions provided or used by Hyperlint or its subcontractors in relation to the Services, including deliverables, technical or functional descriptions, plans, or reports. This includes data derived from monitoring the Customer’s use of the Services, but excludes Customer Data.
“Hyperlint Personnel” includes all individuals performing Services as employees, agents, or contractors of Hyperlint or its subcontractors.
“Hyperlint Systems” refers to the IT infrastructure used by or on behalf of Hyperlint in performing the Services, including computers, software, hardware, databases, electronic systems, networks, and AI Functionality, whether operated directly by Hyperlint or through third-party services.
“Customer Data” is any information, data, or content, in any form or medium, collected, downloaded, or received directly or indirectly from the Customer or an Authorized User through the Services, or derived from processing such data by the Services. This does not include data used by Hyperlint in an aggregated or anonymized manner.
“Customer Systems” means the IT infrastructure used by or on behalf of the Customer, including computers, software, hardware, databases, electronic systems, networks, whether operated directly by the Customer or through third-party services.
“Customer” is the individual or entity specified in the Order Form.
“Documentation” includes manuals, instructions, or other materials provided or made available by Hyperlint to the Customer, in any form, detailing the functionality, components, features, or requirements of the Services or Hyperlint Materials.
“Intellectual Property Rights” are all registered and unregistered rights under any patent, copyright, trademark, trade secret, database protection, or related laws, in any part of the world.
“Order Form” is the written or electronically transmitted form for service subscription entered into by the Customer and Hyperlint.
“Personal Information” includes any information that can identify a specific individual or device, or by which a specific individual or device may be identified, contacted, or located. It encompasses “nonpublic personal information” under the Gramm-Leach-Bliley Act, “protected health information” under the Health and Insurance Portability and Accountability Act of 1996, “Personal Data” under the EU Data Protection Directive, “Personal Information” under the Children’s Online Privacy Protection Act, and all related rules and regulations.
“Registered User” is a Customer or Authorized User.
“Resultant Data” is data related to the Customer’s use of the Services used by Hyperlint in an aggregate and anonymized manner, including for compiling statistical and performance information related to the Services.
“Services” are the SaaS services listed in the Order Form.
“Site” refers to hyperlint.com.
“Users” include the Customer, Authorized User, or Trial User.

Services

Subject to and conditional upon the Customer’s and its Authorized Users’ adherence to the terms of this Agreement, Hyperlint grants the Customer a non-exclusive, non-transferable right to access and use the Services for the period specified on the Order Form (“Initial Term”). This right is solely for use by Authorized Users in accordance with these terms and is limited to the Customer’s internal use. The number of Authorized Users shall not exceed the number indicated in the Order Form unless explicitly agreed to in writing by both parties, with any necessary adjustments made to the Fees. Following the Initial Term, this Agreement will automatically renew for subsequent periods equal in length to the Initial Term (“Renewal Term”), unless either party gives a thirty (30) calendar days' notice of non-renewal prior to the end of the current Term.

The Customer is responsible for maintaining and operating all Customer Systems through which the Services are accessed or used during the Term. Hyperlint is not liable for any performance issues or delays resulting from the Customer’s failure to fulfill its obligations under this Agreement (“Customer Failure”).

Hyperlint reserves the right to modify the Services and Hyperlint Materials as necessary to: (i) maintain or enhance the quality or delivery of its services, the competitive strength of its services, or the cost efficiency or performance of the Services; or (ii) comply with applicable law. Customers will have access to all updates and new releases at the current price during the Term, subject to potential increases at each Renewal Term.

Hyperlint may, directly or indirectly, suspend or terminate access to the Services or Hyperlint Materials for the Customer, any Authorized User, or any other person without incurring liability if: (i) required by legal demand or request; (ii) the Customer or Authorized User violates this Agreement, provided that a thirty (30) days' notice is given to remedy such violation; (iii) involvement in fraudulent or unlawful activities; or (iv) upon expiration or termination of this Agreement. This clause does not limit Hyperlint's other rights or remedies under law or this Agreement.

General account security and access to the Services are governed by these Terms.

Beta Releases and Free Access Subscriptions

Hyperlint may offer Trial Users and Registered Users limited, non-transferable, non-sublicensable, internal licenses to access and use the Services on a free or trial basis (“Free Access Subscriptions”) or provide early-stage Services or features (“Beta Releases”). These are optional and Hyperlint makes no commitment to release future versions or maintain the same terms. Hyperlint may terminate Free Access Subscriptions or Beta Releases at any time. Beta Releases may be incomplete or contain bugs, errors, or omissions, for which Hyperlint is not responsible. Use of Beta Releases is at the Customer’s own risk. Trial Users must comply with all terms including Sections 8 (Prohibited Uses), 12 (Limitation of Liability), and 13 (Indemnification). Additional terms for free trials may be included on the registration page and are incorporated into these Terms.

Fees/Payment

All fees related to this Agreement are in U.S. dollars. Payments shall be made in U.S. dollars through a third-party processor (e.g., Stripe) as specified in the Order Form. Invoices are due within thirty (30) days of receipt unless stated otherwise in the Order Form. A late fee of up to 1.5% per month (or the maximum allowable by law, if less) may be charged on balances unpaid over thirty (30) days. Customer shall cover all costs incurred by Hyperlint in collecting late payments, including legal fees, court costs, and collection agency fees. If the Customer defaults on payment for seven (7) days following written notice, Hyperlint may suspend Services until all dues are cleared, without incurring liability. Payments to Hyperlint by the Customer shall be without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason.

Third-Party Materials

The Services provided by Hyperlint may include (i) plugins from third parties, (ii) applications licensed by third parties to Hyperlint for User access, and (iii) AI Functionality (collectively referred to as “Third-Party Materials”). If a Third-Party Material is enabled within the Customer’s workspace, it's important to be aware of the Customer Data shared with the third-party provider and the purposes for which the provider requires access. Hyperlint is not liable for any use, disclosure, modification, or deletion of Customer Data transmitted to or accessed by a Third-Party Material.

AI Functionality

The AI Functionality in the Services is provided by third-party providers. Hyperlint currently utilizes AI technology developed by OpenAI LLC (“OpenAI”). Users acknowledge that the use of the Services implies adherence to the OpenAI Terms of Service (available here), which govern the use of the AI Functionality. Specifically, any information, content, or code uploaded to the AI Functionality (“Input”) may be used by OpenAI for model training and improvement. Opt-out rights are available here. Inputs may be shared and manually reviewed by individuals, including third-party contractors globally. Users should avoid using or providing sensitive information or Personal Information. Hyperlint has no control over the use of Input; thus, any such use is at the User's own risk, and Hyperlint does not guarantee security or control over the Input.

Users are solely responsible for their Input and acknowledge that by using the AI Functionality, they will receive output generated by the AI Functionality based on their Input (“Output”). The User is solely responsible for ensuring that the Content (Input and Output) complies with applicable laws and these Terms. To the extent permitted by OpenAI Terms and applicable law, Users retain ownership of all Input and are granted rights to the Output. However, Hyperlint does not guarantee that the Output does not infringe on another party’s intellectual property rights. The Content may be used for non-commercial purposes, but Customers may use it for any legal and lawful purpose, including commercial use and publication. It is recommended to disclose that the Output was generated by AI tools prior to publication. Due to the nature of machine learning, Outputs may not be unique and similar outputs may be generated for other users.

Hyperlint Technology and Content

The technology and content underlying the Services and the Site, including software, code, proprietary methods, systems, Hyperlint Materials (“Hyperlint Technology”), and the content of the Site and Services (“Hyperlint Content”), are copyrighted by Hyperlint and/or its licensors, subject to Intellectual Property Rights and laws, and owned by Hyperlint or its licensors. Neither Hyperlint Content nor Hyperlint Technology may be copied, modified, reproduced, republished, posted, transmitted, sold, or redistributed without the prior written consent of Hyperlint and its applicable licensors. Users must respect all copyright notices and restrictions in Hyperlint Content and Hyperlint Technology and must not alter or remove any such notices. Use of Hyperlint Content and Hyperlint Technology must always comply with this Agreement. Nothing in these Terms grants any right to obtain a copy or access Hyperlint Technology beyond what is typically permitted through the Services.

The Site and its contents (including software, text, displays, images, video, audio, design, and arrangement) are owned by Hyperlint, its licensors, or other material providers and are protected by U.S. and international copyright, trademark, patent, trade secret, and other Intellectual Property Rights.

Users unconditionally and irrevocably assign to Hyperlint all right, title, and interest in and to the Resultant Data, including all related Intellectual Property Rights.

Users grant Hyperlint a worldwide, non-exclusive, limited-term license to access, use, process, copy, distribute, perform, export, and display Content for (i) improving its Services and (ii) use in an anonymized manner.

Customer Data

Ownership of Customer Data lies with the Customer, and by extension, its Authorized Users. Under the terms of the Order Form and these Terms, the Customer (on behalf of itself and all Authorized Users) grants Hyperlint a worldwide, non-exclusive, limited-term license to access, use, process, copy, distribute, perform, export, and display Customer Data, but only as necessary to (i) provide, maintain, and update the Services; (ii) address service, security, support, or technical issues; (iii) comply with legal requirements; and (iv) other purposes expressly permitted in writing by the Customer. The Customer assures that it has obtained all necessary rights from its Authorized Users to grant this license.

The Services may offer features such as document previews, sorting, editing, sharing, and searching. These functionalities may require Hyperlint’s systems to access, store, and scan Customer Data. The Customer authorizes Hyperlint to perform these actions, and this permission extends to trusted third parties working on Hyperlint’s behalf, under the condition that these parties adhere to confidentiality and data security obligations that are at least as protective as those upheld by Hyperlint.

All feedback received by Hyperlint related to the Services or AI Functionality, including suggestions, comments, or questions (“Feedback”), and all associated intellectual property rights, will exclusively belong to Hyperlint. This includes Feedback that does not comprise Customer Data. The Customer irrevocably assigns all intellectual property rights it possesses in such Feedback to Hyperlint and waives any moral rights related to it.

Customers are reminded that the Services are not a substitute for regular data backups or redundant data archives. Hyperlint is not responsible or liable for any loss, alteration, destruction, damage, corruption, or recovery of Customer Data.

Prohibited Uses

Users must not, and must ensure that others do not, access or use the Services or Hyperlint Materials except as explicitly allowed by this Agreement and, in the case of Third-Party Materials, the relevant third-party license agreement. To clarify, and without limiting the previous statement, Users shall not, except as expressly permitted by this Agreement:

Copy, modify, create derivative works or improvements of the Services or Hyperlint Materials. Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Hyperlint Materials to any person, including through the internet, software as a service, cloud, or other technology or service. Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or access the source code of the Services or Hyperlint Materials, in whole or in part. Bypass or breach any security device or protection used by the Services or Hyperlint Materials, or access or use the Services or Hyperlint Materials other than by an Authorized User through their valid Access Credentials. Input, upload, transmit, or otherwise provide to or through the Services or Hyperlint Systems, any unlawful or injurious information or materials, or any harmful code. Damage, disrupt, disable, impair, interfere with, or otherwise impede or harm the Services, Hyperlint Systems, or Hyperlint's provision of services to any third party, in whole or in part. Remove, delete, alter, or obscure any trademarks, Documentation, warranties, disclaimers, or copyright, trademark, patent, or other Intellectual Property Rights notices from any Services or Hyperlint Materials. Access or use the Services or Hyperlint Materials in a manner that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party, or that violates any applicable law. Access or use the Services or Hyperlint Materials for competitive analysis, development of competing services or products, or any other purpose detrimental or disadvantageous to Hyperlint. Access or use the Services or Hyperlint Materials for web scraping, web harvesting, or web data extraction methods, other than as expressly permitted by these Terms. Allow non-human access or use of the Services or Hyperlint Materials for any purposes. Otherwise access or use the Services or Hyperlint Materials beyond the scope of the authorization granted under this Agreement. Furthermore, each User represents and warrants that they will not, nor will they authorize anyone on their behalf, including an Authorized User, to:

Mislead anyone into believing that Content generated through the Services is human-generated.
Impersonate any person or entity, including Hyperlint employees or representatives.
Use the Services to generate content that promotes hate, harassment, violence, child exploitation, self-harm, illegal activities, sexual content, political extremism, harmful or misleading information, intimidates based on religion, gender, sexual orientation, race, ethnicity, age, or disability, misuses personal data, or contains malware, unsolicited bulk content, ransomware, viruses, or other harmful software.
Include explicit or graphic descriptions of sexual acts, or violent or threatening language towards individuals or groups.
Engage in unauthorized or unsolicited advertising, junk or bulk email (“spamming”), chain letters, unauthorized solicitation, lotteries, or gambling.
Use the Services for high-risk economic activities, adult content, adult industries, and dating apps; offering tailored financial advice without qualified oversight; providing health advice, political campaigning, or lobbying.
If a User becomes aware of any actual or potential prohibited activity, they must immediately (i) take all reasonable and lawful measures to stop and mitigate the effects of such activities, including discontinuing unauthorized access to the Services and Hyperlint Materials and permanently erasing unauthorized data; and (ii) notify Hyperlint of any such activities.

Trademarks

The Hyperlint name, logo(s), and all related product and service names, designs, and slogans are copyrighted by Hyperlint or its affiliates or licensors. Users must not use such marks without Hyperlint's prior written permission. All other names, logos, product and service names, designs, and slogans on the Site are the trademarks of their respective owners.

Security

Hyperlint will implement security measures in line with current industry practices. Users acknowledge that the Services are not designed for processing certain categories of sensitive information, including (i) Personal Information, (ii) data on the U.S. Munitions list, (iii) defense articles or services, and (iv) ITAR-related data (collectively, “Prohibited Data”). Users must not knowingly provide or process any Prohibited Data through the Services, Hyperlint Systems, or Hyperlint Personnel. Users are responsible for ensuring no Customer Data includes Prohibited Data. Additionally, Customers must not remove or export from the United States, or allow the export or re-export of the Services or related items, in violation of U.S. export laws and regulations.

Representations and Warranties

Customer asserts that they own or have the necessary rights and consents in relation to the Customer Data, ensuring its use as per this Agreement does not infringe, misappropriate, or violate any Intellectual Property Rights, privacy rights, or any applicable law.

Hyperlint represents its commitment to abide by all applicable laws and regulations in providing the Hyperlint Materials and to use industry-standard data security measures.

Except as expressly stated, Hyperlint provides all Services and Materials "AS IS" and disclaims all implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. Hyperlint does not warrant that the Services or Materials will meet specific requirements, be uninterrupted, error-free, or free of harmful components.

Specifically for AI Functionality, provided by third parties, Hyperlint does not guarantee the accuracy of generated outputs. Users should independently verify the accuracy of AI-generated outputs and not solely rely on Hyperlint for this. Hyperlint disclaims any liability arising from the use of AI-generated content or any contained errors or omissions.

Hyperlint will pass through any warranties and indemnities from licensors of embedded software to the Customer, subject to the terms of third-party agreements. All third-party materials are provided "AS IS," and any warranties related to them are strictly between the Customer and the third-party owner or distributor.

Limitation of Liability

Hyperlint’s cumulative liability for all claims related to this Agreement shall not exceed the lesser of the fees paid to Hyperlint during the twelve (12) months prior to the claim or one hundred dollars ($100). Hyperlint and its suppliers will not be liable for lost data, lost profits, or any indirect, special, incidental, or consequential damages arising out of this Agreement, even if advised of the possibility of such damages. This limitation of liability applies to the extent permitted by law and does not diminish the parties’ indemnification obligations under Section 13.

Indemnification

Hyperlint will defend any third-party claim against the Customer, its affiliates, officers, directors, and employees alleging that the use of the Services (excluding Customer Data and Third-Party Materials) infringes any U.S. intellectual property right. Hyperlint will indemnify the Customer against all related losses and costs, including attorney's fees. If infringement claims arise, Hyperlint may, at its discretion, secure the right for continued Service use, modify or replace the Services to avoid infringement, or require discontinuation of the Services with a refund. Hyperlint's obligation does not extend to claims arising from unauthorized modifications to the Services, use in combination with non-provided products, or failure to implement provided modifications.

Conversely, the User will defend any claim against Hyperlint arising from illegal or improper use of the Services or Materials, indemnifying Hyperlint against all related damages and costs. This includes any action arising from Customer Data, materials provided by the User, or User’s breach of this Agreement or negligence.

Both parties must provide prompt written notice of any claim, cooperate in the defense, and agree to settlements. The indemnified party may participate in the defense at its expense.

Assignment

Customer may not assign or transfer rights or obligations under this Agreement without Hyperlint's written consent. This Agreement binds and benefits both parties and their successors and permitted assigns. Hyperlint may assign or transfer its rights and obligations without Customer consent.

Default/Termination

If the Customer fails to pay fees or breaches obligations, Hyperlint may suspend services after a ten-day notice. Either party may terminate the Agreement for material breach after a thirty-day notice. Upon termination, the Customer must cease using the Services and return or destroy all related materials. Certain provisions survive termination as necessary.

Miscellaneous

Non-Solicitation: Neither party will solicit the other's employees involved in the Services for one year after completion.
Entire Agreement: This Agreement supersedes all prior agreements and is the complete agreement between the parties.
Third-Party Rights: Only parties to this Agreement may enforce its terms.
Notices: All notices must be in writing and are effective upon receipt.
Amendments and Waivers: Changes to this Agreement must be in writing and signed by both parties.
Force Majeure: Hyperlint is not liable for delays caused by events beyond its reasonable control.
Cooperation: Parties will cooperate as necessary to effectuate the Agreement.
Independent Contractors: The relationship between the parties is that of independent contractors.
Attorneys' Fees: The prevailing party in any legal action can recover reasonable attorneys' fees.
Counterparts: The Agreement may be executed in counterparts, each being deemed an original.
Jury Trial Waiver: Both parties waive any right to a jury trial.
Publicity: Parties require consent for publicity involving the other party's trademarks or related to the Agreement.