TERMS OF SERVICE

Last Updated: September 11, 2023

Please review these Terms of Service (“Terms”) carefully, as they set forth the legally binding terms and conditions that govern your use of this website (the “Site”) as well as use and access to our digital asset accounting software platform located at Hyperion Labs(the “Platform”), including related trademarks, software code, and other intellectual property that appears on the Site and the Platform. 

The Platform integrates directly with your chosen digital asset data source and provides access to digital asset accounting and financial reporting services. These Terms expressly cover your rights and obligations, and our disclaimers and limitations of legal liability, relating to your use of, and access to, the Platform. 

The Site and Platform are copyrighted works belonging to Hyperion Ledger Labs, Inc. d/b/a Hyperion (“Hyperion,” “Company,” “us,” “our,” and “we”), a Delaware corporation. Your submission of information, including personally identifiable information or personal data (“Personal Data”), through or in connection with the Site or Platform is governed by the terms of our privacy policy, as updated from time to time, available at Privacy Policy. All such additional terms, guidelines, and rules, including our Privacy Policy, are incorporated by reference into these Terms.

* * *THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE AND THE PLATFORM. BY CLICKING “I AGREE” TO THESE TERMS OR OTHERWISE ACCESSING OR USING THE SITE AND THE PLATFORM, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), INCLUDING, WITHOUT LIMITATION, THE MANDATORY ARBITRATION PROVISION IN SECTION 17. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS OR USE THE SITE OR THE PLATFORM.

1. Description of the Platform

• Hyperion is a digital asset accounting software, accessible via the Platform, that allows you to pull data from third-party digital asset wallet software, digital asset trading platforms, digital asset data aggregators, and/or public digital asset network addresses (“Digital Asset Reference Sources”) and represent digital asset transaction data from such sources in a form more suitable for general accounting, recordkeeping, and other financial reporting purposes ("Deliverable”). 
• In order to use certain features of the Platform, you must sign up for an account and provide certain information about yourself or the entity you represent and connect Digital Asset Reference Sources to our Platform. 

• Hyperion reserves the right, in its sole discretion, to make any changes to the Platform that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of the Deliverable, Platform, or other services to its customers; (ii) the competitive strength of or market for Hyperion’s services; or (iii) the cost efficiency or performance of the Platform; or (b) to comply with Applicable Law. Without limiting the foregoing, you may, at any time during the Order Term, request in writing changes to these Terms. Hyperion shall evaluate and, if agreed, implement all such requested changes in writing. No requested changes will be effective unless and until memorialized in a written change order signed by both parties.

2. Use of the Platform

• As a condition to accessing or using the Platform, you represent and warrant to Hyperion the following:

• if you are entering into these Terms as an individual, then you are at least 18 years old or of legal age in the jurisdiction in which you reside and you have the legal capacity to enter into these Terms and be bound by them;
• if you are entering into these Terms on behalf of an entity, then you must have the legal authority to accept these Terms on that entity’s behalf, in which case “you” (except as used in this paragraph) will mean that entity;
• you are not a resident, national, or agent of Cuba, Iran, North Korea, Syria, Russia, the Crimea, Donetsk, or Luhansk Regions of Ukraine, Venezuela, or any other sanctioned countries or any other country to which the United States, the United Kingdom or the European Union embargoes goods or imposes similar sanctions (collectively, “Restricted Territories”);
• you have not been identified as a Specially Designated National or placed on any sanctions list by the U.S. Treasury Department’s Office of Foreign Assets Control, the U.S. Commerce Department, or the U.S. Department of State (collectively, “Sanctions Lists Persons”); 
• you do not intend to transact with any Restricted Person or Sanctions List Person;
• you do not, and will not, use VPN software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Site or the Platform; and 
• Your access to the Platform (i) is not prohibited by and does not otherwise violate or assist you to violate any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or another directive, requirement, or guideline, published or in force that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over Hyperion, you, the Site, the Platform, or as otherwise duly enacted, enforceable by law, the common law or equity (collectively, “Applicable Laws”); or (ii) does not contribute to or facilitate any illegal activity.

• You may not use the Site or Platform to engage in the categories of activity set forth below (“Prohibited Uses”). The specific activities set forth below are representative, but not exhaustive, of Prohibited Uses. If you are uncertain as to whether or not your use of the Site or Platform involves a Prohibited Use or have other questions about how these requirements apply to you, then please contact us at support@hyperionlabs.xyz. By using the Site or Platform, you confirm that you will not use the Site or Platform to do any of the following:

• violate any Applicable Laws; 
• engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under Applicable Law, including but not limited to use of Hyperion’s intellectual property, name, or logo, including use of Hyperion’s trade or service marks, without express consent from Hyperion or in a manner that otherwise harms Hyperion, or any action that implies an untrue endorsement by or affiliation with Hyperion;
• use the Site or Platform in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Site or Platform, or that could damage, disable, overburden, or impair the functioning of the Site or Platform in any manner;
• access the Site or Platform in order to build a similar or competitive Site or Platform, product, or service;
• you shall not (directly or indirectly) modify, decipher, disassemble, reverse compile or reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Site or Platform;
• circumvent any content-filtering techniques, security measures or access controls that Hyperion employs on the Site or Platform, including, without limitation, through the use of a VPN;
• use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Site or Platform or to extract data, or introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Site or Platform;
• provide false, inaccurate, or misleading information while using the Site or Platform or engage in activity that operates to defraud Hyperion, other users of the Site or Platform, or any other person;
• use the Site or Platform in any way that is, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, stalking, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive, or otherwise objectionable or likely or intended to incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others;
• use the Site or Platform from a jurisdiction that we have, in our sole discretion, determined is a jurisdiction where the use of the Site or Platform is prohibited;
• harass, abuse, or harm of another person or entity, including Hyperion’s employees and service providers;
• impersonate another user of the Site or Platform or otherwise misrepresent yourself; or
• encourage, induce or assist any third party, or yourself attempt, to engage in any of the activities prohibited under this Section 2 or any other provision of these Terms.

3. Maintenance and Support Services

• Hyperion will use commercially reasonable efforts to provide you with at least 48 hours advance notice, unless otherwise agreed, via e-mail of all scheduled maintenance activities.  The nature and the frequency of these updates shall be left at Hyperion’s own discretion.

• Technical and customer support will be provided through a chatbot available on the Site or emails to Hyperion’s support service at support@hyperionlabs.xyz. 

4. License to the Platform

• Subject to these Terms, Hyperion grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Platform for personal, noncommercial, or business purposes during the Order Term. The Platform may only be used solely by the Customer listed in the Order and solely for the benefit of that Customer.
• To the extent we make data available via an API, subject to your full compliance with the Terms, Hyperion grants you a limited, nonexclusive, non-sublicensable and non-transferable right and license during the Order Term to access the API to access the Hyperion data and Deliverables for personal, noncommercial or business purposes. You may not use the API or Hyperion data or Deliverable for any other purpose without Hyperion’s prior written consent, and all other rights therein and thereto are hereby reserved by Hyperion. Hyperion will remain the sole and exclusive owner of the API, Site and Platform. All rights and licenses granted herein are subject to your full compliance with all these Terms. 
• You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets in the Platform are owned by Hyperion.  Neither these Terms (nor your access to the Platform) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in these Terms. Hyperion reserves all rights not granted in these Terms. There are no implied licenses granted under these Terms.

5. Customer Obligations

• You are responsible for (i) providing the lowest level of read, write or other type of access that is strictly necessary for its applications to interact with the Platform for your authorized use thereof; (ii) procuring your own licenses to any Digital Asset Reference Source used to upload or share any Customer Information with the Platform; and (iii) backing up any data stored on your Digital Asset Reference Source. Hyperion will not be liable for any loss or damage arising from your failure to comply with its obligations under this Section.

6. Ownership of Customer Information

• You may submit content or information to Hyperion via the Platform, which includes Personal Data, transaction history information and any other information submitted or otherwise made available to Hyperion by you through the Platform (“Customer Information”), and you will have the sole right and responsibility for managing your use of it. 

• You will employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all account credentials and protect against any unauthorized access to or use of the Platform; and (b) control the content and use of Customer Information, including the uploading or other provision of Customer Information for processing by the Platform.

• Subject to these Terms, you grant us a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Information, only as reasonably necessary (i) to provide and maintain the Platform; (ii) to prevent or address service, security, support or technical issues; (iii) as required by law; and (iv) as expressly permitted in writing by you. You represent and warrant that you have secured all rights in and to Customer Information from any third parties as may be necessary to grant this license. 

• As between you and Hyperion, you are and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Information, including all intellectual property rights relating thereto, subject to the rights and permissions granted in Section 6.3.

• Notwithstanding the foregoing, you agree that we may collect, analyze, use and disclose, during or after the Order Term, data derived from Personal Data, which is anonymized and/or aggregated in a manner, that makes the identification of anyone impossible, for any business purpose, including to operate, analyze, improve, and market the Platform, Site and our other products and services and share such anonymized data with our affiliates and business partners. You further agree that we will have the perpetual right to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of such derived data.

• We are not responsible for Customer Information or the way you choose to use the Platform to store or process any Customer Information. You represent and agree that you are solely responsible for ensuring compliance with Applicable Laws in all jurisdictions that may apply to Customer Information provided hereunder, including all applicable international, federal, state, provincial and local laws, rules, and regulations relating to data privacy and security.

• The Platform does not replace the need for you to maintain regular data backups or redundant data archives. HYPERION HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER INFORMATION OR DELIVERABLE.

7. Representations and Warranties

• Each party represents and warrants that it will comply with all Applicable Laws in connection with the performance of its obligations and the exercise of its rights under these Terms. 

• During the Order Term, Hyperion represents and warrants that (i) the Platform shall be operated and maintained by qualified personnel in a professional manner consistent with generally prevailing industry practices; (ii) Hyperion will set up adequate procedures in order to strengthen the security of the functioning of the Platform and to prevent any failure, intrusion or intrusion attempt by malicious third party; and (iii) Hyperion will keep strictly confidential all Confidential Information collected through the Platform, under these Terms, and to take all appropriate measures to ensure their security and confidentiality.

• Customer represents and warrants that it has the legal right, and has obtained the necessary permissions, consents, licenses and/or approvals, and provided proper notices for the lawful transfer and use of any Customer Information provided or made available to Hyperion in connection with these Terms for the purpose of operating the Platform.

8. Third-Party Links

• The Site may provide links to other World Wide Web or accessible platforms, applications, or resources. You acknowledge and agree that Hyperion is not responsible for the availability of such external platforms, applications or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such platforms or resources. You further acknowledge and agree that Hyperion shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such platform or resource.

9. Modification, Suspension, and Termination

• The Terms regarding use of the Site shall remain in effect so long as you continue to access the Site. Terms regarding the use of the Platform shall remain in effect for the Order Term as stated in the Order and will renew solely as set forth in the Order. 

• We may, directly or indirectly, suspend, terminate, or otherwise deny your access to or use of all or any part of the Site or Platform (including Deliverables) without incurring any resulting obligation or liability, if: (a) Hyperion receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Hyperion to do so; or (b) Hyperion believes, in its sole discretion, that: (i) you have failed to comply with any material term of these Terms, or accessed or used the Site or Platform beyond the scope of the rights granted or for a purpose not authorized under these Terms; (ii) you are likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Site or Platform; or (iii) these Terms expire or are terminated. This Section 9.2 does not limit any of Hyperion’s other rights or remedies, whether at law, in equity, or under these Terms. We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend or disable (temporarily or permanently) the Site or Platform, in whole or in part, for any reason whatsoever. 

‍

In addition to any other express termination right set forth elsewhere in these Terms: 

• Hyperion may terminate these Terms, effective on written notice to you, if you fail to pay any amount when due hereunder, and such failure continues more than 30 days after Hyperion's delivery of written notice thereof; 
• either party may terminate these Terms, effective on written notice to the other party, if the other party materially breaches these Terms, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; and
• either party may terminate these Terms, effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

• Upon termination of your access, your right to use the Site and Platform will immediately cease. We will not be liable for any losses suffered by you resulting from any modification to the Site or Platform or from any modification, suspension, or termination, for any reason, of your access to all or any portion of the Site or Platform. 
• If you terminate these Terms pursuant to Section 9.3(b), you will be relieved of any obligation to pay any fees attributable to the period after the effective date of such termination.
• If Hyperion terminates these Terms pursuant to Section 9.3(a) or Section 9.3(b), all fees that would have become payable had the Terms remained in effect until expiration of the Term will become immediately due and payable, and you will pay such fees, together with all previously-accrued but not yet paid fees, on receipt of Hyperion’s invoice.

10. Accuracy of Information

• We attempt to ensure that any information that we provide on the Site and Platform (including Deliverables) is complete, accurate and current. Despite our efforts, the information on the Site or Platform (including Deliverables) may occasionally be inaccurate, incomplete or out of date. We make no representation as to the completeness, accuracy or correctness of any information on the Site or Platform (including Deliverables). 

10. Risks

• The Site and Platform remain under development, which creates technological and other risks when using or accessing the Site or Platform. You acknowledge and understand that the Site and Platform is subject to flaws and that you are solely responsible for evaluating any Deliverable provided by the Platform. These risks include, among others, incorrect display of information on the Site, Platform or Deliverable in the case of server errors. You acknowledge that these risks may have a material impact on the data that you obtain from the Site, Platform or Deliverable, which may result in, among other things, inaccurate data provided to your tax or financial advisors or an inaccurate tax filing. This warning and others Hyperion provides in these Terms in no way evidence or represent an on-going duty to alert you to all of the potential risks of using or accessing the Site, Platform or Deliverable.
• Hyperion does not advise on any accounting matters or on the merits of any particular transactions or their taxation consequences. By using the Platform, you represent, warrant and covenant that you have been, are, and will be solely responsible for making its own independent appraisal and investigations into the risks of relying on the Platform and Deliverables and agree to seek independent accounting or tax advice as reasonably necessary. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of using the Platform and associated Deliverables. Hyperion makes no warranty to you as to the suitability of the Platform or Deliverable and assumes no fiduciary duty in its relations with you. You acknowledge and agree that Hyperion is not responsible for determining whether or which taxes apply to your transactions.  You further acknowledge and agree that you are solely responsible for reporting and paying any taxes arising from your digital asset transactions.

• Although we intend to provide accurate and timely information on the Site and Platform, the Site, Platform and other information available when using the Site and Platform may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including, without limitation, information regarding our policies. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site or Platform are your sole responsibility. No representation is made as to the accuracy, completeness, or appropriateness for any particular purpose of any information distributed via the Platform or Site. 
• We must comply with Applicable Law, which may require us to, upon request by government agencies, take certain actions or provide information, which may not be in your best interests. The Platform could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of Hyperion to continue to make available any portion(s) of the Platform or Site which rely on any Hyperion proprietary software and, thus, could impede or limit your ability to access or use Site or Platform (including Deliverables).
• You hereby acknowledge and agree that Hyperion will have no responsibility or liability for, the risks set forth in this Section 11. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against Hyperion, its affiliates, and their respective shareholders, members, directors, officers, employees, agents, and representatives, suppliers, and contractors related to any of the risks set forth in this Section 11.

12. Personal Data

• You consent to us accessing, processing and retaining any Personal Data you provide to us when accessing our Site. This consent is not related to, and does not affect, any rights or obligations we or you have in accordance with data protection laws, privacy laws, and regulations. You can withdraw your consent at any time by closing your account with us. However, we may retain and continue to process your Personal Data for other purposes. Please see our Privacy Policy, which is incorporated herein by reference and available here or further information about how we process Personal Data, and the rights you have in respect of this.

13. Confidentiality

• In connection with these Terms each party (as the "Disclosing Party") may disclose or make available Confidential Information to the other party (as the "Receiving Party"). Subject to Section 13.2, "Confidential Information" means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as "confidential". Without limiting the foregoing, the financial terms on the Order Form and existence of this Agreement are the Confidential Information of Hyperion

• Confidential Information does not include information that: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information being disclosed or made available to the Receiving Party in connection with these Terms; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its representatives' noncompliance with these Terms; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

‍

As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:

• not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with these Terms; 

• except as may be permitted by and subject to its compliance with Section 13.4, not disclose or permit access to Confidential Information other than to its representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with these Terms; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Section 11.3; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 13;

• safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its most sensitive information and in no event less than a reasonable degree of care; 

• promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps/use its best efforts/cooperate with Disclosing Party to prevent further unauthorized use or disclosure; and

• ensure its representatives' compliance with, and be responsible and liable for any of its representatives' non-compliance with, the terms of this Section 13.

Notwithstanding any other provisions of these Terms, the Receiving Party's obligations under this Section 13 with respect to any Confidential Information that constitutes a trade secret under any Applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such Applicable Laws other than as a result of any act or omission of the Receiving Party or any of its representatives.

• If the Receiving Party or any of its representatives is compelled by Applicable Law to disclose any Confidential Information then, to the extent permitted by Applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 13.3; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 13.4, the Receiving Party remains required by Applicable Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose and, on the Disclosing Party's request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

‍

14. Indemnification

• You will defend, indemnify, and hold harmless Hyperion, its affiliates, and its and its affiliates’ respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers, and contractors (collectively, “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out of or relating to (a) your use of, or conduct in connection with, the Platform; (b) your violation of these Terms; or (c) your infringement or misappropriation of the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, Hyperion (or, at its discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Hyperion wishes to settle, and if so, on what terms, and you agree to corporate with Hyperion in the defense.

15. Disclosures; Disclaimers

• You acknowledge that data on the Platform may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, and agree that, to the maximum extent permitted under Applicable Law, we will not be liable for any loss or damage caused by any of the risks identified in Section 11, denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those which may infect your computer equipment), protocol changes by third-party providers, internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside our control.
• The disclaimer of implied warranties contained herein may not apply if and to the extent such warranties cannot be excluded or limited under the Applicable Law of the jurisdiction in which you reside.
• THE SITE AND PLATFORM ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND HYPERION EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.  WE MAKE NO WARRANTY THAT THE PLATFORM OR SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.  IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE PLATFORM OR SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.  SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  

16. Limitation of Liability

• TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL HYPERION BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR PLATFORM, EVEN IF HYPERION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  ACCESS TO, AND USE OF, THE SITE OR PLATFORM IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.  
• TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.  
• SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT PLATFORMLY TO YOU.  

17. Dispute Resolution & Arbitration

• This Section 17 constitutes your agreement to arbitrate (“Arbitration Agreement”) all disputes arising under or in connection with this Agreement and your relationship with us (collectively, a “Claims”). This includes Claims made by us against you, by you or anyone connected to you against us or any of our subsidiaries, affiliates, agents, employees, predecessors, successors, or assignees. 

‍

YOU ARE WAIVING THE RIGHT TO LITIGATE A CLAIM IN COURT AND TO HAVE A JURY TRIAL ON ANY CLAIM. ANY ARBITRATION UNDER THESE TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATIONS WITH OTHER ARBITRATIONS ARE NOT PERMITTED. AN ARBITRATOR CAN AWARD RELIEF ONLY ON AN INDIVIDUAL BASIS. YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR AS A PRIVATE ATTORNEY GENERAL RELATING TO ANY CLAIM.

All Claims will be decided finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association (“AAA”) according to this provision and the applicable AAA rules, which may limit the discovery available to you or to us. You can obtain copies of the AAA rule and forms by contacting AAA at 1-800-778-7879 or www.adr.org. Any arbitration hearing that you attend will take place in the federal judicial district where you reside as of the date you execute this Agreement. Quo will pay all arbitration fees.

The arbitrator will apply applicable substantive law consistent with the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (“FAA”) and applicable statutes of limitations, and will honor claims of privilege recognized at law.

The arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. While an arbitrator may award declaratory or injunctive relief, the arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s Claims. The arbitrator’s decision and judgment criteria will not have a precedential or collateral estoppel effect on Claims asserted by any individual or entity who was not party to the arbitration. If any provision of this Arbitration Agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration). This Arbitration Agreement will be governed by the FAA. If a court or arbitrator decides that this Arbitration Agreement cannot be enforced as to a particular Claim for relief, then that Claim (and only that Claim) must be severed from the arbitration and may be brought in court. Individual Claims filed in small claims court are not subject to this Arbitration Agreement as long as the Claim remains in small claims court. The arbitrator alone will have the authority to interpret the scope and enforceability of this Arbitration Agreement, except that any Claim concerning the scope or enforceability of the prohibition on class, collective, or representative Claims, or Claims in arbitration for public injunctive relief, will be resolved by the state and federal courts in city and county of San Francisco, California in accordance with California law.

You may opt out of resolving disputes by arbitration by writing to us at

8 The Green STE A 
Dover, DE 19901 United States

within 30 days of first accepting these Terms and telling us you would like to opt out of mandatory arbitration. You must include your first and last name in the letter.

18. Governing Law

• The interpretation and enforcement of these Terms, and any dispute related to these Terms or the Platform, will be governed by and construed and enforced under the laws of the State of Delaware, as Applicable, without regard to conflict of law rules or principles (whether of the State of Delaware or any other jurisdiction) that would cause the Application of the laws of any other jurisdiction. You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court having jurisdiction. For any other proceeding that is not subject to arbitration under these Terms, the state and federal courts located in Delaware will have exclusive jurisdiction. You waive any objection to venue in any such courts.

19.  General Information

• These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Platform. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice.  Any changes to these Terms will be effective one (1) day following the earlier of our dispatch of an e-mail notice to you (if applicable) or one (1) day following our posting of notice of the changes on our Platform. These changes will be effective immediately for new users of our Platform. Continued use of our Platform following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

• You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our “Communications”) that we provide in connection with these Terms or the use of the Platform. You agree that we may provide our Communications to you by posting them on the Platform or by emailing them to you at the email address you provide in connection with using the Platform, if any. You should maintain copies of our Communications by printing a paper copy or saving an electronic copy. You may also contact us with questions, complaints, or claims concerning the Platform at support@hyperionlabs.xyz.
• Any right or remedy of Hyperion set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law, or in equity. The failure or delay of Hyperion in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.
• The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.
• We will have no responsibility or liability for any failure or delay in performance of the Platform, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.
• You may not assign or transfer any right to use the Platform, or any of your rights or obligations under these Terms, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.
• Headings of sections are for convenience only and shall not be used to limit or construe such sections.
• These Terms contain the entire agreement between you and Hyperion, and supersede all prior and contemporaneous understandings between the parties regarding the Platform.
• In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.
• You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms other than the Indemnified Parties.
• A waiver by Hyperion of any right or remedy under these Terms shall only be effective if it is in writing, executed by a duly authorized representative of Hyperion and shall apply only to the circumstances for which it is given. Our failure to exercise or enforce any right or remedy under these Terms shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy.  No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies.

‍

Copyright © 2023 Hyperion. All rights reserved.  All trademarks, logos and service marks (“Marks”) displayed on the Platform are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

For any questions, comments, or feedback, you may contact us at support@hyperionlabs.xyz.

‍