Legal
Terms of Service
Terms and conditions for using HyperPerfect services.
Last revised – Sep 2025
These Terms and Conditions form a part of the Agreement between HyperPerfect and Client, as defined in an applicable Service Order. HyperPerfect and Client are sometimes referred to collectively as the "Parties" and individually as a "Party."
In consideration of the mutual promises set forth in the Agreement and for other good and valuable consideration, the Parties agree as follows:
1. Definitions
1.1 Client Data Means all data stored in Client's Third Party Software environment, data entered into the Services by Client, and the personal data of Users. Client Data does not include:
- (a) Any Confidential Information of HyperPerfect (including proprietary formatting, algorithms, database schema, trade secrets, or business knowhow)
- (b) Any data compiled by HyperPerfect pursuant to Section 6(c) below.
1.2 Confidential Information Means any disclosed information — regardless of form or medium — that the Recipient should reasonably expect to be confidential or proprietary, including but not limited to:
- Technology, trade secrets, know-how, business operations, plans, strategies, customer information, costs, and pricing; and
- Information with contractual or other confidentiality obligations.
HyperPerfect's Confidential Information: The terms of the Agreement, the Services and Software (including both source and object code), and any related documentation. Client's Confidential Information: Client Data.
Confidential Information does not include information that:
- (a) becomes public through no breach of the Agreement;
- (b) was known to the Recipient without restriction prior to disclosure;
- (c) is received from a third party not under an obligation of confidentiality; or
- (d) is independently developed without reference to the Discloser's Confidential Information.
1.3 Discloser - Means the Party providing Confidential Information.
1.4 Intellectual Property Right(s) - Means any registered or unregistered rights under any patent, copyright, trademark, trade secret, database protection law, or any similar or related rights.
1.5 Recipient - Means the Party receiving Confidential Information.
1.6 Services - Means the Software Products made available to Client via a web browser and the Internet, provided by HyperPerfect via an applications service provider (ASP) model.
1.7 Service Order - Means the document(s) specifying the Software to be included in the Services licensed by Client.
1.8 Software / Software Product(s) - Means HyperPerfect's proprietary computer software programs provided as part of the Services.
1.9 Term - Means the duration of the Agreement as defined in an applicable Service Order.
1.10 Third Party Software - Means any third party accounting software that integrates with the Software to provide the Services.
1.11 User(s) - Means individuals to whom Client grants access to use the Services on Client's behalf.
2. License and Restrictions
2.1 License Subject to the terms of the Agreement, HyperPerfect grants Client a limited, non-exclusive, non-transferable, non-assignable, revocable license to use the Services for Client's internal business purposes during the Term.
2.2 Restrictions Client agrees not to:
- (a) Copy, modify, or create derivative works of the Services or Software;
- (b) Reverse engineer, disassemble, decompile, or otherwise attempt to access the source code;
- (c) Bypass or breach any security device protecting the Services or Software;
- (d) Provide unlawful, injurious, or Harmful Code via the Services;
- (e) Damage, disrupt, or impair the Services;
- (f) Use the Services in a manner that infringes any Intellectual Property Right or violates applicable law; or
- (g) Use the Services to develop or provide a competing software service or product.
2.3 Agent User Accounts Client and its Users may use the Services on behalf of any company or organization for which Client provides professional accounting and consulting services.
2.4 Responsibility for Users Client is solely responsible for all activities conducted under its account, including maintaining secure access credentials.
3. Support and Maintenance
During the Term, HyperPerfect will provide technical support via telephone, email, and website. Related online materials and documentation are available at www.hyperperfect.ai.
4. Fees
During the Term, Client shall pay HyperPerfect the Fees as specified in the Service Order(s).
- Client is responsible for all applicable taxes on the Fees.
- Fees must be paid in U.S. Dollars within 30 days of the invoice date.
- Fees are invoiced in advance on the first day of each month.
- Unpaid Fees will accrue interest at the lesser of 1.5% per month or the maximum permitted by law.
4.1 CPI Increase
Upon or after each anniversary of the Effective Date, HyperPerfect may increase the Fees by the annual percentage increase in the Consumer Price Index. Notice will be provided at least 30 days in advance.
5. Term and Termination
5.1 Term The Agreement commences on the Effective Date and remains in effect during the Term, unless terminated by either Party upon 30 days' written notice.
5.2 Termination for Cause Either Party may terminate if the other Party commits a material breach not cured within 30 days after written notice, or becomes insolvent.
5.3 Effect of Termination Upon termination, HyperPerfect will discontinue Services and Client must cease using them.
6. Client Data; License Rights
- Ownership: Client retains all right, title, and interest in Client Data.
- License Grant: Client grants HyperPerfect a non-exclusive license to use Client Data solely as necessary to provide the Services.
7. Ownership of HyperPerfect's Intellectual Property
HyperPerfect and its licensors exclusively own all rights in the Software and Services. This Agreement does not grant Client any rights of ownership.
8. Confidential Information
The Recipient shall use Discloser's Confidential Information solely as necessary to fulfill its obligations under the Agreement and limit access to representatives who need to know.
9. Representations and Warranties
Client represents that it has the authority to enter into the Agreement, will comply with applicable laws, and owns or is authorized to use all Intellectual Property Rights in Client Data.
9.5 Limited Warranties The Services are provided "as is." HyperPerfect does not warrant that Services will be uninterrupted or error-free.
10. Limitations of Liability
HyperPerfect shall not be liable for any indirect, punitive, special, exemplary, incidental, or consequential damages. The total aggregate liability shall not exceed the Fees paid in the three months immediately preceding the claim.
11. Indemnification
Client shall indemnify and hold harmless HyperPerfect from any losses arising from the processing of Client Data, Client's breach of the Agreement, or Client's gross negligence.
12. Mandatory Arbitration
Any dispute shall be resolved by binding arbitration under the rules of the American Arbitration Association. The Parties waive their rights to a jury trial and to participate in a class action.
13. General
13.1 Electronic signatures are legally binding.
13.2 HyperPerfect may modify these Terms at any time by posting updates.
13.3 The Agreement is governed by the laws of the State of California. Disputes shall be resolved in courts located in San Francisco County, California.
13.4 Neither Party may assign the Agreement without prior written consent.
13.5 This Agreement constitutes the entire agreement between the Parties.
13.8 Neither Party shall be liable for delays due to force majeure events.
13.11 Notices - Electronic mail to [email protected].
13.12 The Services are subject to U.S. export controls.