These Terms of Service (“Terms”) govern access to and use of the websites, applications, platform, and related services provided by Huper Corporation (“Huper,” “we,” “us,” or “our”) (collectively, the “Services”).
By accessing or using the Services, you agree to these Terms. If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization, and “you” includes that organization. If you use the Services through an organization but do not have authority to bind it, these Terms apply to you as an individual user, subject to the organization’s Customer Agreement with Huper.
1. Other Agreements
If your organization has entered into a master services agreement, order form, design partner agreement, data processing addendum, or other written agreement with Huper (a “Customer Agreement”), that Customer Agreement governs the Services covered by it and controls to the extent it conflicts with these Terms.
If you access the Services through an organization, your access may also be subject to that organization’s policies and its Customer Agreement with Huper.
2. Eligibility and Business Use
You must be at least 18 years old and legally able to enter into these Terms. The Services are intended for business and professional use, not personal, family, or household use.
3. Accounts
You must provide accurate account information and keep it current. You are responsible for protecting your credentials and for activity occurring through your account. You may not share credentials or allow unauthorized access. Notify Huper promptly if you suspect that an account or credential has been compromised.
An organization’s administrators may manage accounts, permissions, integrations, content, and access for its users.
4. Use of the Services
Subject to these Terms and any Customer Agreement, Huper grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for authorized internal business purposes.
Huper may update, improve, or modify the Services over time.
5. Customer Content and Connected Services
“Customer Content” means information, messages, files, prompts, instructions, records, credentials, configuration data, and other content submitted to, generated through, or made available to the Services by you, your organization, or a connected service.
As between you and Huper, you or your organization retains ownership of Customer Content. You grant Huper the rights necessary to host, copy, transmit, analyze, organize, display, and otherwise process Customer Content to provide, secure, maintain, and support the Services; follow authorized instructions; comply with law; and prevent fraud, abuse, or security threats.
You represent that you have all rights, permissions, and consents necessary for Huper to process Customer Content and access connected services as directed by you or your organization.
If you connect a third-party service, you authorize Huper to access and process information from that service as permitted by the authorization you provide. You are responsible for complying with the third party’s terms. Huper is not responsible for changes, outages, or acts of third-party services.
6. AI Features and Outputs
The Services use artificial intelligence to analyze information and generate summaries, insights, alerts, recommendations, drafts, and other content (“Outputs”). Outputs may be incomplete, inaccurate, or inappropriate for a particular purpose. You are responsible for reviewing Outputs and exercising independent judgment before relying on them.
Huper does not provide legal, financial, medical, employment, or other professional advice. You must not use an Output as the sole basis for a decision that has legal or similarly significant effects on a person.
Some features may prepare or carry out actions, such as creating content or sending a communication. You are responsible for reviewing the applicable settings, recipients, and content and for authorizing such actions. Huper is not responsible for an action you or your organization directs the Services to take.
Huper will not use Customer Content to train generally available AI models without the applicable customer’s prior written authorization.
7. Acceptable Use
You may not, and may not help anyone else to:
- Use the Services unlawfully or violate another person’s rights.
- Submit content you do not have the right to use or disclose.
- Access another user’s account, data, or systems without authorization.
- Share credentials, bypass access controls, or defeat usage or security limits.
- Upload malware or use the Services to disrupt, damage, or compromise any system.
- Probe, scan, or test the vulnerability of the Services without Huper’s written authorization or outside Huper’s published responsible disclosure policy.
- Reverse engineer, decompile, or attempt to discover nonpublic source code, models, or underlying components, except where law prohibits this restriction.
- Copy, resell, sublicense, distribute, or provide the Services to a third party except as expressly authorized in writing.
- Use the Services or Outputs to develop or train a competing model, product, or service.
- Scrape the Services or use automated means to access them except through interfaces expressly authorized by Huper.
- Use the Services to make decisions based on sensitive traits in a manner prohibited by law.
- Misrepresent an Output as human-generated when disclosure is required by law.
Huper may investigate suspected violations and suspend or restrict access where reasonably necessary to protect the Services, users, customers, or others.
8. Privacy and Security
Our Privacy Policy explains how Huper handles personal information. If Huper processes personal information on behalf of a customer, the applicable Customer Agreement and data processing addendum govern that processing.
You are responsible for configuring your accounts, integrations, permissions, retention settings, and user access appropriately for your organization.
9. Intellectual Property
Huper and its licensors own the Services, software, models, designs, interfaces, documentation, trademarks, and related technology. Except for the limited right to use the Services under these Terms, no rights are granted to you.
If you provide suggestions, ideas, or feedback, you grant Huper a perpetual, irrevocable, worldwide, royalty-free right to use it without restriction or obligation. Huper will not identify you publicly as the source without permission.
10. Fees
Fees, payment dates, taxes, renewal terms, and refund rights are governed by the applicable Customer Agreement or order form. Unless that agreement says otherwise, fees are non-cancelable and non-refundable to the maximum extent permitted by law.
11. Suspension and Termination
You may stop using the Services at any time. Huper may suspend or terminate access if you violate these Terms, create a security or legal risk, fail to pay amounts due, or if suspension is reasonably necessary to protect the Services or others.
Termination of a paid subscription and disposition of Customer Content are governed by the applicable Customer Agreement. Upon termination, the rights granted to you under these Terms end immediately. Sections that by their nature should survive will survive, including provisions concerning ownership, disclaimers, liability, indemnification, and disputes.
12. Beta and Preview Features
Huper may offer alpha, beta, preview, evaluation, or experimental features. These features may be changed or discontinued at any time and may be less reliable than generally available features. They are provided “as is” without warranties, service levels, or support commitments unless Huper agrees otherwise in writing.
13. Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” HUPER DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT.
HUPER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT OUTPUTS WILL BE COMPLETE OR ACCURATE. THESE DISCLAIMERS DO NOT OVERRIDE WARRANTIES EXPRESSLY PROVIDED IN A CUSTOMER AGREEMENT.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, HUPER AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS.
IF NO CUSTOMER AGREEMENT APPLIES, HUPER’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100). IF A CUSTOMER AGREEMENT APPLIES, THE LIABILITY TERMS IN THAT AGREEMENT CONTROL.
The limitations in this section apply regardless of the legal theory and even if a party was advised that damages were possible. They do not apply where liability cannot lawfully be limited.
15. Indemnification
To the extent permitted by law, you will defend, indemnify, and hold harmless Huper and its affiliates, officers, directors, employees, and agents from third-party claims, damages, losses, and expenses, including reasonable legal fees, arising from your unlawful use of the Services, your Customer Content, or your material violation of these Terms. This section does not apply to the extent a Customer Agreement provides different indemnification terms.
16. Governing Law and Disputes
Delaware law governs these Terms without regard to conflict-of-law principles. Any legal action arising out of or relating to these Terms or the Services must be brought exclusively in the state or federal courts located in Delaware, and each party consents to their jurisdiction and venue.
The United Nations Convention on Contracts for the International Sale of Goods does not apply.
17. Changes to These Terms
We may update these Terms periodically. We will post the updated Terms and revise the “Last updated” date. If required by law, we will provide additional notice of material changes. Changes will apply prospectively. Continued use of the Services after the effective date of updated Terms constitutes acceptance of the changes.
18. General Terms
You may not assign these Terms without Huper’s written consent. Huper may assign them in connection with a merger, reorganization, sale of assets, or by operation of law.
If a provision is unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain effective. Huper’s failure to enforce a provision is not a waiver. These Terms and any applicable Customer Agreement are the complete agreement concerning their subject matter. There are no third-party beneficiaries.
Huper is not liable for delay or failure caused by events beyond its reasonable control.
19. Contact
Questions about these Terms may be sent to:
Huper Corporation
Atlanta, Georgia, United States
hello@huperlabs.ai