Terms of Service

Last Updated: [2024-05-06]

This Terms of Service (this “Agreement”) is a legally binding contract between you and Hyphen AI, Inc. (“Hyphen AI,” “us,” “we,” or “our”) regarding your use of the Service (as defined in Section 1). References to “Customer”, “you”, and “your” refer to the individual, company, or other entity that accepts this Agreement, by executing an ordering document provided to you by us, placing an Order (defined below) using online functionality Hyphen AI makes available like clicking a box, creating an Account (defined below), or otherwise affirmatively accepting this Agreement through another means Hyphen AI offer you. If the Service is being used on behalf of a company or other entity by an individual authorized to accept this Agreement on its behalf, then all references to “Customer,” “you,” or “your” refer to the company or other entity. If you are a company or other entity, the individual accepting this Agreement on your behalf represents and warrants that they have authority to bind you to this Agreement. If you are accepting this Agreement on behalf of a company or other entity and an authorized representative of the entity has already accepted this Agreement on behalf of the entity or entered into a separate agreement regarding the use of the Service (“Separate Agreement”) prior to the date upon which you accept this Agreement (“Effective Date”), this Agreement will not apply to you and your and the entity’s rights and obligations with respect to the Service will at all times be governed by, and subject to, the Separate Agreement. If you are not eligible, or do not agree to the terms and conditions of this Agreement, then you do not have our permission to use the Service. Your use of and our provision of the Service to you, constitutes an agreement by Hyphen AI and by you to be bound by this Agreement.

[YOU AGREE TO RECEIVE TEXTS[/CALLS] FROM OR ON BEHALF OF HYPHEN AI AT THE PHONE NUMBER YOU PROVIDE TO HYPHEN AI. THESE TEXTS[/CALLS] MAY INCLUDE OPERATIONAL MESSAGES ABOUT YOUR USE OF THE SERVICE. YOU UNDERSTAND AND AGREE THAT THESE TEXTS[/CALLS] MAY BE CONSIDERED TELEMARKETING UNDER LAW, THEY MAY BE SENT USING AN AUTOMATIC TELEPHONE DIALING SYSTEM OR OTHER AUTOMATED TECHNOLOGY, AND YOUR CONSENT IS NOT A CONDITION OF ANY PURCHASE.]

1. Defined Terms

Certain capitalized terms used in this Agreement are defined in Section 14 (Definitions) and others are defined contextually in this Agreement.

2. Overview

The Service provides chatbot features and functionality for smart access controls, on-call, incident management, and other modules made available by Hyphen AI, including the API and Remote App (“Service”).

3. The Service

Permitted Use. Subject to the terms and conditions of this Agreement, Hyphen AI will make the Service available to Customer and, if Customer is a company or entity, to Customer’s Users, in each case, during the Subscription Term. Customer may only use the Service internally.
Remote App. During the Subscription Term, Hyphen AI grants Customer a limited, non-transferable, revocable, non-exclusive, non-sublicensable license for its Users to download Hyphen AI’s Remote App onto a Supported Device and use it to access and use the Service. Customer and its Users are responsible for installing all updates that Hyphen AI provides or makes available for download to the Remote App.
API. Subject to the terms and conditions of this Agreement, Hyphen AI hereby grants Customer a limited, non-exclusive, nonsublicenseable, nontransferable, royalty-free license to internally use the API in strict accordance with the Documentation solely to integrate the Service with Customer’s internal system or as otherwise permitted by Hyphen AI explicitly in writing.
Access. To access the Service, Customer and its Users must register for an account (“Account”) and, in doing so, may be required to provide Hyphen AI with information (such name, email address, or other contact information). Customer agrees that the information it provides to Hyphen AI is accurate, complete, and not misleading and that it will keep it accurate and up to date at all times. Only Users, using the mechanisms designated by Hyphen AI (“Log-in Credentials”), may access and use the Service. Each User must keep its Log-in Credentials confidential and not share them with anyone else. Customer is responsible for its Users’ compliance with this Agreement and all actions taken through their Log-in Credentials (excluding misuse of the Log-in Credentials caused by Hyphen AI’s breach of this Agreement). Customer will promptly notify Hyphen AI if it becomes aware of any compromise of any Log-in Credentials. Hyphen AI may Process Log-in Credentials in connection with Hyphen AI’s provision of the Service or for Hyphen AI’s internal business purposes. Customer represents and warrants to Hyphen AI that: (a) it has not previously been suspended or removed from the Service; and (b) its registration and use of the Service is in compliance with all Laws.
Restrictions. Customer will not (and will not permit its Users or anyone else to) do any of the following: (a) provide access to, distribute, sell, or sublicense the Service to a third party (other than Users); (b) use the Service on behalf of, or to provide any product or service to, third parties; (c) use the Service to develop a similar or competing product or service; (d) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to the Service, except to the extent expressly permitted by Law (and then only with prior notice to Hyphen AI); (e) modify or create derivative works of the Service or copy any element of the Service (other than authorized copies of the Remote App);_ _(f) remove or obscure any proprietary notices in the Service; (g) publish benchmarks or performance information about the Service; (h) interfere with the operation of the Service, circumvent any access restrictions, or conduct any security or vulnerability test of the Service; (i) transmit any viruses or other harmful materials to the Service; (j) take any action that risks harm to others or to the security, availability, or integrity of the Service; (k) access or use the Service in a manner that violates any Law; or (l) use the Service with Prohibited Data or for High Risk Activities. Customer acknowledges that the Service is not intended to meet any legal obligations for these uses, including HIPAA requirements, and that Hyphen AI is not a Business Associate as defined under HIPAA. Notwithstanding anything else in this Agreement, Hyphen AI has no liability for Prohibited Data or use of the Service for High Risk Activities.** **
Support. Hyphen AI will use commercially reasonable efforts to provide Customer with support for the Service described in the Support Policy [at link] (“Support”).
Use of Customer Data. Customer grants Hyphen AI the non-exclusive, worldwide, sublicensable right to use, copy, store, disclose, transmit, transfer, publicly display, modify, and create derivative works from Customer Data only as necessary to: (a) provide the Service; (b) derive or generate Usage Data; (c) create and compile Aggregated Data; and (d) and (c) as otherwise required by Laws or as agreed to in writing between the parties.
Privacy Policy. To the extent Personal Data as defined in Hyphen AI’s Privacy Policy at [link to privacy policy] is uploaded, transmitted, submitted, provided, or processed in connection with Customer’s use of the Service, Hyphen AI will comply with the Privacy Policy.
Usage Data; Aggregated Data. Hyphen AI may Process Usage Data and Aggregated Data for internal business purposes to: (a) track use of the Service for billing purposes; (b) provide support for the Service; (c) monitor the performance and stability of the Service; (d) prevent or address technical issues with the Service; (e) to improve the Service, its other products and services, and to develop new products and services; and (f) for all other lawful business practices, such as analytics, benchmarking, and reports. Customer will not interfere with the collection of Usage Data.
Customer Obligations. Customer is responsible for its Customer Data, including its content and accuracy, and will comply with Laws and the Acceptable Use Policy when using the Service. Customer represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Hyphen AI to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process the Customer Data set forth in this Agreement without violating or infringing Laws, third-party rights, or terms or policies that apply to the Customer Data.
Suspension. Hyphen AI may immediately suspend Customer’s and its Users’ access to the Service if: (a) Customer breaches Section 3.5 (Restrictions) or Section 3.10 (Customer Obligations); (b) Customer’s Account is 30 days or more overdue; (c) changes to Laws or new Laws require that Hyphen AI suspend the Service or otherwise may impose additional liability on us; or (d) Customer or its Users actions risk harm to any of Hyphen AI’s other customers or the security, availability, or integrity of the Service. Where practicable, Hyphen AI will use reasonable efforts to provide Customer with prior notice of the suspension. If the issue that led to the suspension is resolved, Hyphen AI will use reasonable efforts to restore your access to the Service.
Modifications to the Service. Hyphen AI may modify or discontinue all or any part of the Service at any time (including by limiting or discontinuing certain features or functionality of the Service), temporarily or permanently, without notifying Customer (except that Hyphen AI will use commercially reasonable efforts provide Customer with 30 days’ prior notice in the event of any deprecation of any material feature or functionality of the Service). Hyphen AI will have no liability for any change or modification to the Service or any suspension or termination of access to or use of the Service as a result thereof. Notwithstanding the foregoing, any such change or modification will only apply on a going-forward basis with respect to any Order entered into or renewed after Hyphen AI’s implementation thereof.
Customer Systems. Customer will provide and maintain any hardware, software, other technology, and infrastructure that Customer require to access and use the Service including any hardware device on which a the Remote App can be installed and used as defined in current version of Hyphen AI’s usage guidelines and standard technical documentation for the Service that Hyphen AI makes generally available to Hyphen AI’s customers [at link] (respectively the “**Documentation” **and “Supported Devices”).
Third-Party Platforms. Use of Third-Party Platforms are subject to Customer’s agreements with the relevant provider and not this Agreement. Hyphen AI does not control and have no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Service or how the Third-Party Platforms or their providers use Customer Data. By enabling a Third-Party Platform to interact with the Service, Customer authorizes Hyphen AI to access and exchange Customer Data with such Third-Party Platform on Customer’s behalf.

4. Commercial Terms

Subscription Term Renewal. Each Subscription Term will automatically renew for successive terms equal in length to the Subscription Term. Customer may cancel the Service via the portal in your Account or by emailing Hyphen AI at [email protected]. **YOUR CANCELLATION MUST BE RECEIVED AT LEAST THIRTY (30) DAYS BEFORE THE EXPIRATION OF THE THEN-CURRENT SUBSCRIPTION TERM IN ORDER TO AVOID BEING CHARGED FOR THE NEXT SUBSCRIPTION PERIOD. **
Fees. Fees for the Service are described at the time you purchase your subscription to the Service. All fees for the Service (“Fees”) will be paid in US dollars. Hyphen AI will invoice Customer monthly for Fees owed by customer and all Fees are due within 30 days of the invoice date. Any late or missed payments may result in Hyphen AI suspending your access to the Service. All Fees and other expenses are non-refundable. Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Orders, whether domestic or foreign, other than Hyphen AI’s income tax (“Taxes”). Fees are exclusive of all Taxes.
Authorization. You authorize Hyphen AI to charge all sums for your use of the Service as described in this Agreement, an Order, or published by Hyphen AI, including all applicable Taxes, to the payment method specified in your Account. If you pay any Fees with a credit card, then Hyphen AI may seek pre-authorization of your credit card account prior to your Order to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. You agree that Hyphen AI may seek pre-authorization of the credit card account Customer provide to Hyphen AI for payment prior to any Order to verify that the credit card is valid and has the necessary funds or credit available to cover such purchase. If your payment method is no longer valid at the time a renewal Fee is due, then Hyphen AI reserves the right to delete your Account and any information or Customer Data associated with your Account without any liability to you.
Pricing. Hyphen AI reserves the right to determine pricing for the Service. We will use reasonable efforts to keep pricing information with respect to the Service that is published on Hyphen AI’s pricing page available [at link]at https://hyphen.ai/pricing up to date, and Hyphen AI encourages Customers to check it regularly for current pricing information. Hyphen AI may change the Fees for the Service (including any feature or functionality of the Service) and Hyphen AI will notify Customer of any such changes before they apply. Hyphen AI may make promotional offers with different features and different pricing to any of Hyphen AI’s other customers. These promotional offers, unless made to Customer, will not apply to you or this Agreement.
Renewal Fees.** **Fees for renewal Subscription Terms are at Hyphen AI’s then-current Fees at the time of such renewal regardless of any discounted pricing in a prior Order or promotional offers previously extended to Customer.

5. Limited Warranty; Disclaimer

Limited Warranty. Hyphen AI warrants to Customer that the Service will perform materially as described in the Documentation during a Subscription Term (“Limited Warranty”).
Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 5.1, THE SERVICE IS PROVIDED “AS IS”. HYPHEN AI, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. WE DO NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT HYPHEN AI WILL REVIEW CUSTOMER DATA FOR ACCURACY, OR THAT IT WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS. HYPHEN AI IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE HYPHEN AI’S CONTROL. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE PERFORMANCE TO THE SHORTEST LEGALLY PERMITTED PERIOD.
AI Services. THE SERVICE INCLUDES AN ARTIFICIAL INTELLIGENCE (“AI”) CHATBOT THAT LEVERAGES MACHINE-LEARNING FUNCTIONALITY. YOUR INTERACTION WITH ANY SUCH PORTION OF THE SERVICE IS WITH AN AI SYSTEM AND NOT A HUMAN. THE SERVICE IS NOT PERFECT AND HAS LIMITATIONS. THE SERVICE MAY GENERATE INACCURATE OR MISLEADING RESULTS DUE TO FACTORS LIKE DATA BIAS, LACK OF COMPLETE INFORMATION, OR LIMITATIONS IN THE UNDERLYING TECHNOLOGY. THE INFORMATION PROVIDED BY THE SERVICE IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE SOLELY RELIED UPON FOR IMPORTANT DECISIONS. THE SERVICE OUTPUTS ARE GENERATED THROUGH MACHINE LEARNING PROCESSES AND ARE NOT TESTED, VERIFIED, ENDORSED, OR GUARANTEED TO BE ACCURATE, COMPLETE, OR CURRENT BY HYPHEN AI. YOU SHOULD INDEPENDENTLY REVIEW AND VERIFY ALL SERVICE OUTPUTS AS TO APPROPRIATENESS FOR ANY OR ALL OF YOUR USES OF THE OUTPUT INFORMATION. YOU ARE RESPONSIBLE FOR VERIFYING THE ACCURACY OF ANY INFORMATION PROVIDED BY THE SERVICE. THE SERVICE INPUT THAT YOU ENTER WILL BE DEEMED CUSTOMER DATA UNDER THIS AGREEMENT. BY INTERACTING WITH THE SERVICE, YOU ACKNOWLEDGE AND AGREE TO THE FOLLOWING: (a) THE SERVICE IS DESIGNED TO OFFER GENERAL ADVICE AND SUPPORT AND CANNOT OFFER ADVICE OUTSIDE THE HYPHEN AI LIBRARY OF RESOURCES; AND (b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, YOU WAIVE AND RELEASE HYPHEN AI, AND ITS EMPLOYEES, DIRECTORS, AND OFFICERS, FROM ANY AND ALL LIABILITY, DAMAGES, CAUSES OF ACTION, ALLEGATIONS, SUITS, SUMS OF MONEY, CLAIMS, AND DEMANDS WHATSOEVER, YOU EVER HAD, NOW HAVE OR WILL HAVE, ARISING FROM YOUR INTERACTION WITH THE SERVICE. DUE TO THE NATURE OF THE SERVICE, HYPHEN AI CANNOT REPRESENT OR WARRANT THAT THE SERVICE OUTPUT WILL NOT (i) INCORPORATE OR REFLECT THIRD-PARTY CONTENT OR MATERIALS OR (ii) INFRINGE THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. IF YOU DO NOT AGREE TO THE FOREGOING TERMS, YOU WILL NOT INTERACT WITH THE SERVICE.
Warranty Remedy. If Hyphen AI breaches the Limited Warranty during the Subscription Term and Customer makes a reasonably detailed warranty claim in the manner required by Hyphen AI within 30 days of discovering a breach of the Limited Warranty, then Hyphen AI will use reasonable efforts to correct the non-conformity. If Hyphen AI cannot do so within 30 days of receipt of Customer’s warranty claim, either party may terminate the affected Order as it relates to the Service. Hyphen AI will then refund to Customer any pre-paid, unused Fees for the terminated portion of the applicable Subscription Term. This Section 5.4 sets forth Customer’s exclusive remedy and Hyphen AI’s entire liability for breach of the Limited Warranty. This warranty does not apply to: (a) issues caused by Customer’s or Users’ misuse of or unauthorized modifications to the applicable Service; (b) issues in or caused by Third-Party Platforms or other third-party systems; (c) use of the applicable Service other than according to the Documentation; or (d) Trials and Betas or other free or evaluation use.

6. Term and Termination

Term. The term of this Agreement starts on the Effective Date and continues until expiration or termination of all Subscription Terms.
Termination. Either party may terminate this Agreement (including any or all Orders) if the other party: (a) fails to cure a material breach of this Agreement (including a failure to pay Fees) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. If Customer violates any provision of this Agreement, then your authorization to access the Service and this Agreement automatically terminate. In addition, Hyphen AI may, in its sole discretion, terminate this Agreement or Customer’s Account on the Service, or suspend or terminate Customer’s access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to Customer arising from such termination. Customer may terminate your Account and this Agreement at any time via the portal in your Account or by emailing [email protected].
Effect of Termination. Upon expiration or termination of an Order: (a) Customer’s access to and Hyphen AI’s obligations to provide the Service will cease, (b) all licenses granted to Customer under this agreement will terminate, and (c) Customer and its users will uninstall all copies and cease all use of the Remote App and API. During a Subscription Term and for the 30 day period immediately following the date of expiration or earlier termination of the applicable Subscription Term, Customer may export data or information that Customer (including its Users) submits to the Service, including from Third-Party Platforms from the applicable Service, using the export features described in the applicable Documentation. After that 30 day period, Hyphen AI will be under no obligation to store or retain the applicable Customer Data and may delete the applicable Customer Data at any time in its sole discretion. Customer Data and other Confidential Information (defined below) may be retained in Recipient’s standard backups notwithstanding any obligation to delete the applicable Confidential Information but will remain subject to this Agreement’s confidentiality restrictions.
Survival. These Sections survive expiration or termination of this Agreement: 3.5 (Restrictions), 3.9 (Usage Data; Aggregated Data), 3.10 (Customer Obligations), 4.2 (Fees), 4.3 (Authorization), 5.2 (Disclaimer), 6.3 (Effect of Termination), 6.4 (Survival), 7 (Ownership), 8 (Limitations of Liability), 9 (Indemnification), 10 (Confidentiality), 13.1 (General Provisions), 13.2 (Governing Law), 13.3 (Additional Terms), 13.7 (Notice regarding Apple), and 14 (Definitions). Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

7. Ownership

Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except as expressly provided in this Agreement, as between the parties, Customer retains all intellectual property rights and other rights in Customer Data. Except for Customer’s use rights in this Agreement, Hyphen AI and its licensors retain all intellectual property rights and other rights in the Service, Software, Documentation, Usage Data, API, Remote App, and Hyphen AI’s technology, templates, formats, and dashboards, including any modifications or improvements to these items made by us. If Customer provides Hyphen AI with feedback or suggestions regarding the Service or its other offerings, Hyphen AI may use the feedback or suggestions without restriction or obligation.

8. Limitations of Liability.

Except for breaches of Sections 3.1 (Permitted Use), 3.5 (Restrictions) and 10 (Confidentiality), neither Hyphen AI’s, Customer’s or their respective suppliers or licensors will have liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of their possibility in advance. Except for breaches of Sections 3.1 (Permitted Use), 3.5 (Restrictions) and 10 (Confidentiality) and liability arising out of Section 9 (Indemnification), neither Hyphen AI’s, Customer’s or their respective suppliers or licensors liability arising out of or related to this Agreement will exceed in aggregate the amounts paid or payable by Customer to Hyphen AI pursuant to this Agreement during the 12 months prior to the date on which the applicable claim giving rise to the liability arose under this Agreement.** **The waivers and limitations in this Section 8 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

9.Indemnification

Customer will defend Hyphen AI from and against any third-party claim to the extent resulting from Customer Data or Customer’s breach or alleged breach of Section 3.10 (Customer Obligations), and will indemnify and hold Hyphen AI harmless against any damages and costs awarded against Hyphen AI (including reasonable attorneys’ fees) or agreed in a settlement by Customer resulting from the claim.

10. Confidentiality

Definition. “Confidential Information” means information disclosed to the receiving party (“Recipient”) under this Agreement that is marked by the disclosing party (“Discloser”) as proprietary or confidential or, if disclosed orally, is designated as proprietary or confidential at the time of disclosure. Our Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Service.
Obligations. As Recipient, each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 3.7 (Use of Customer Data); and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. At Discloser’s request, Recipient will delete all Confidential Information, except, in the case where Hyphen AI is the Recipient, Hyphen AI may retain the Customer’s Confidential Information to the extent required to continue to provide the Service. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 10 and they are bound to confidentiality obligations no less protective than this Section 10.
Exclusions. These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using Confidential Information.
Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 10.
Required Disclosures. Nothing in this Agreement prohibits either party from making disclosures, including of Customer Data and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.

11. Trials and Betas

If Customer or its Users receive access to or use of the Service or features thereof on a free or trial basis or as an alpha, beta, or early access offering (“Trials and Betas”), such access to or use is permitted only for Customer’s internal evaluation and testing purposes during the period designated by Hyphen AI (not to exceed thirty 30 days unless otherwise agreed upon by the parties in writing). These Trials and Betas will be considered part of the Service and, subject to the remainder of this Section 11, all provisions of this Agreement relating to the Service will apply to these Trials and Betas. Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that Hyphen AI may never release, and their features and performance information are deemed to be Hyphen AI’s Confidential Information. Hyphen AI may suspend Customer’s and its Users’ access to the Trials and Betas at any time. Customer’s and its Users’ use of Trials and Betas is at their own risk. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, HYPHEN AI PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR TRIALS AND BETAS, AND OUR LIABILITY FOR TRIALS AND BETAS WILL NOT EXCEED US $50.00.

12. Modifications

Hyphen AI may modify this Agreement from time to time with notice to Customer. Modifications take effect at Customer’s next Subscription Term unless Hyphen AI indicates an earlier effective date. If Hyphen AI requires modifications with an earlier effective date and Customer objects, Customer’s exclusive remedy is to terminate this Agreement with notice to Hyphen AI, in which case Hyphen AI will provide Customer a refund of any pre-paid Fees for the terminated portion of the current Subscription Term. To exercise this termination right, Customer must notify Hyphen AI of its objections within 30 days after Hyphen AI’s notice of the modified Agreement. Once the modified Agreement takes effect Customer’s continued use of the Service constitutes its acceptance of the modifications. Hyphen AI may require Customer to click to accept the modified Agreement.

13. Miscellaneous

General Provisions. This Agreement, including the Privacy Policy and any other agreements expressly incorporated by reference into this Agreement, are the entire and exclusive understanding and agreement between Customer and Hyphen AI regarding your use of the Service. Customer may not assign or transfer this Agreement or your rights under this Agreement, in whole or in part, by operation of law or otherwise, without Hyphen AI’s prior written consent. Hyphen AI may assign this Agreement and all rights granted under this Agreement, including with respect to your Customer Data, at any time without notice or consent. The failure to require performance of any provision will not affect Hyphen AI’s right to require performance at any other time after that, nor will a waiver by Hyphen AI of any breach or default of this Agreement, or any provision of this Agreement, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in this Agreement is for convenience only and will not have any impact on the interpretation of any provision. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) due to events beyond its reasonable control, such as a strike, pandemic, epidemic, health emergency, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster. Throughout this Agreement the use of the word “including” means “including but not limited to.” If any part of this Agreement is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
Governing Law. This Agreement is governed by the laws of the State of Washington and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in King County, WA and both parties submit to the personal jurisdiction of those courts.
Additional Terms. Customer’s use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that Hyphen AI may post on or link to from the Service (“Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, this Agreement.
Consent to Electronic Communications. By using the Service, Customer consents to receiving certain electronic communications from Hyphen AI as further described in Hyphen AI’s Privacy Policy. Please read Hyphen AI’s Privacy Policy to learn more about Hyphen AI electronic communications practices. Customer agrees that any notices, agreements, disclosures, or other communications that Hyphen AI sends to Customer electronically will satisfy any legal communication requirements, including that those communications be in writing.
Contact Information. The Service is offered by Hyphen AI, Inc., located at 1525 11^th Ave., Suite 300, Seattle, WA 98122. Customer may contact Hyphen AI by sending correspondence to that address or by emailing Hyphen AI at [email protected].
Notice to California Residents. If Customer is a California resident, then under California Civil Code Section 1789.3, Customer may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
Notice Regarding Apple. This Section 13.7 (Notice Regarding Apple) only applies to the extent Customer are using Hyphen AI’s mobile application on an iOS device. Customer acknowledges that this Agreement are between Customer and Hyphen AI only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, Customer may notify Apple, and Apple will refund any applicable purchase price for the mobile application to Customer. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by Customer or any third party relating to the Service or Customer possession and/or use of the Service, including: (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Service and/or y’s possession and use of the Service infringe a third party’s intellectual property rights. Customer agree to comply with any applicable third-party terms when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against Customer as a third-party beneficiary of this Agreement. Customer hereby represent and warrant that: (i) Customer are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) Customer are not listed on any U.S. Government list of prohibited or restricted parties.

14. Definitions

“Acceptable Use Policy” means the then-current version of Hyphen AI’s Acceptable Use Policy, which is available [at link] or such other URL or location as may be specified by Hyphen AI from time to time.
“Aggregated Data” means Customer Data that has been deidentified or aggregated with other data such that the resulting data no longer reasonably identifies Customer or a specific individual.
“API” means the Hyphen AI application programming interface provided or made available by January to Customer.
“App” means Hyphen AI’s proprietary Software installed on supported devices as described in the Documentation through which Users can access and use the Service.
“Customer Data” means any data or information that: (a) Customer (including its Users) submits to the Service, including from Third-Party Platforms; and (b) is collected, accessed, used, disclosed, transferred, transmitted, stored, hosted, or otherwise processed by Hyphen AI to provide the Service to Customer.
“Customer Systems” means Customer’s hardware, software, other technology, and infrastructure that Customer is required to provide and maintain in order for Customer to access and use the Service including Supported Devices.
“High Risk Activities” means activities where use or failure of the Service could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control.
“Laws” means all applicable relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications, and export of data, including Customer Personal Data and Customer Personal Information.
“Order” means the process Customer completes through the online order flow Hyphen AI provides which references this Agreement.
“Privacy Policy” means the Privacy Policy [https://hyphen.ai/privacy-policy].
“Process” means to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process.
“Prohibited Data” means any: (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (b) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”); (c) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standards; (d) other information subject to regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations); (e) social security numbers, driver’s license numbers, or other government ID numbers; or (f) any data similar to the above protected Laws.
“Remote App” means Hyphen AI’s proprietary Software installed on supported remote devices as described in the Documentation through which Users can access and use the Service.
“Software” means any software, scripts, or other code required by Hyphen AI to operate the Service including a Remotethe App.
“Subscription Term” means the period during which Customer’s subscription to access and use the Service is in effect, as identified in the applicable Order.
“Supported Device” means a hardware device on which a Remotethe App can be installed on and used as defined in the Documentation.
“Third-Party Platform” means any third-party platform, add-on, service, or product not provided by Hyphen AI that Customer elects to integrate or enable for use with the Service.
“Usage Data” means information generated from the use of the Service, which data does not identify Users, any other natural human persons, or Customer, such as technical logs, data, and learnings about Customer’s use of the Service, but excluding any identifiable Customer Data.
“User” means any employee or contractor of Customer that Customer allows to use the Service on Customer’s behalf.** **