Hyros terms of service
Last Revised: October 1st, 2025
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING OUR WEBSITES OR OUR SERVICES. BY AGREEING TO THESE TERMS OF SERVICE, YOU WILL BECOME SUBJECT TO A MANDATORY ARBITRATION PROVISION WITH CLASS ACTION WAIVERS.
AGREEMENT TO TERMS
These Terms of Service (“Terms of Service”) constitute a legally binding agreement made between you, on behalf of yourself or an entity (“Customer”, “Customers”, “User” “you”, “your”) and Hyros, Inc. (“Hyros”, “Company”, “we”, “us”). These Terms of Service govern your use of the website at https://hyros.com and its subdomains, and any other associated web or mobile websites, or media channel (hereinafter the “Website” or “Websites”), and your use of any products and services provided by Hyros (collectively “Service” and “Services”).
These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of an entity, and us, concerning your access to and use of the Websites and the Services. You agree that by accessing our Websites and using the Services, you have read, understood and agree to be bound by these Terms of Service. If you do not agree with the Terms of Service, you should stop using the Websites and Services.
We reserve the right, in our sole discretion, to make changes and updates to these Terms of Service, at any time and for any reason, including by adding, deleting or modifying terms. We encourage you to periodically review these Terms of Service and stay informed of any updates. We will inform you of any material changes to these Terms of Service using the contact information and methods you have provided to us. If the changes do not materially modify your rights or obligations, they will be effective when posted on any part of the Websites. You will be subject to, and will be deemed to have been made aware of, any changes to these Terms of Service by your continued use of the Websites and Services after changes to the Terms of Service have been posted to the Websites or after your receipt of notice of these changes.
You affirm that you are more than 18 years of age, and are fully able and competent to agree to these Terms of Service, and to abide by and comply with these Terms of Service. The Services are exclusively for the use of adults 18 years of age or older, and if you are below the age of 18 you are prohibited from using the Services.
DEFINITIONS
As used in these Terms of Service, the following defined terms shall apply:
“AI Outputs” mean any and all services, products, data, writings, works of authorship, graphics, pictures, recordings, any electronic or other information, text or numerals, audio or visual content, or materials of any nature or description generated through the Service. Unless otherwise specified in these Terms, AI Outputs shall be included in the definition of the Service.
“Company Marks” shall mean any names, logos, icons, images, branding, or any other associated content or media used to identify the Company.
“Customer Data” shall mean any data, including personally identifiable data, that are provided by or on behalf of Customer to Company for storage or processing for the purposes of providing, maintaining or operating the Services. Customer Data shall include Customer End-User Data and User Generated Content, but not AI Outputs.
“Customer End-User Data” shall mean data, including personally identifiable data, that is collected by or on behalf of Customer from Customer’s end users, customers, prospects or other users that interact with the Customer Sites.
“Customer Sites” means websites, webpages, applications, landing pages, or any other media provided to the Company or integrated with the Services, for the purposes of enabling the Company to provide the Services.
“Effective Date” means the date on which Customer makes its first payment towards the Fees.
“HIPAA Data” means any patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act, as amended and supplemented, or any similar federal or state laws, rules or regulations.
“Order” means any initial or subsequent ordering document and/or online request for access to the Services submitted to Company, an authorized reseller of Company and/or through Company’s product websites.
“Personal Information” means any personally identifiable information pertaining to a natural person.
“Usage Data” includes usage and operations data in connection with Customer’s use of the Service, including the actions that are taken on the Service, the content, features and activities that were accessed and participated in by Users, and the time, frequency, and duration of those activities.
“Use Level” means the model by which Company measures, prices and offers the Services to Customer as set forth on the applicable price list, websites, or Order.
“User” means the persons designated and granted access to the Service by or on behalf of Customer.
“User Generated Content” means any and all information, data, writings, works of authorship, graphics, pictures, recordings, any electronic or other information, text or numerals, audio or visual content, or materials of any nature or description, queries, files or otherwise, used by the Customer and provided to the Service, including as AI inputs to generate AI Outputs.
USE OF SERVICE
CUSTOMER DATA
4.1 Rights in Customer Data. As between the parties, Customer or its licensors retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data. Subject to the terms of this Agreement, Customer hereby grants to Company and its agents a non-exclusive, worldwide, royalty-free right to process the Customer Data to the extent necessary to provide the Services, to prevent or address service or technical problems therein, or as may be required by law. Please read our Privacy Policy available at: https://hyros.com/privacy.html to carefully understand how Company collects, uses and discloses Customer Data. The Privacy Policy is hereby incorporated by reference into these Terms of Service.
4.2 Use Obligations. Customer’s use of the Service and all Customer Data will comply with applicable laws, government regulations, and any other legal requirements, including but not limited to any data privacy laws and regulations, and any other third-party legal requirements applicable to Customer. Customer is solely responsible for the accuracy, content, and legality of all Customer Data. Customer warrants that Customer has and will have sufficient rights in the Customer Data to grant the rights to Company under these Terms of Service, and that the processing of Customer Data by Company in accordance with these Terms of Service will not violate any laws or the rights of any third party.
4.3 Customer End-User Data. Company processes Customer End-User Data provided by Customers and processed on Customer’s behalf and under Customer’s instruction in accordance with our Data Processing Addendum, which is available in our Trust Center and is hereby incorporated by reference into these Terms of Service. Customer is required to comply with all data protection and privacy laws and regulations. Customer represents and warrants that it has obtained any and all necessary consents or authorizations, and has provided any and all notices required by applicable laws before sharing any Customer End-User Data with Company through the Services.
4.4 User Generated Content. If Customer creates and shares any User Generated Content through the Service, then Customer represents and warrants to us that Customer owns all right, title and interest in and to its User Generated Content, and that it has the authority or license to post, upload, or otherwise share its User Generated Content with Company. Customer retains all ownership rights to its User Generated Content, but by submitting the User Generated Content through the Service or otherwise sharing this User Generated Content with the Company, Customer grants to Company and its agents a non-exclusive, transferable, unlimited, worldwide, perpetual, irrevocable, sub-licensable and royalty-free license to use, modify, adapt, reproduce, make derivative works of, publish and/or transmit, and store that User Generated Content and to distribute and make it available to third parties for the purposes of providing, developing, optimizing, improving, and promoting or enhancing Company’s Websites or Services, or any other products or services, whether or not provided by the Company. Such license includes Company’s ability to use Customer’s image, voice, and likeness, or other identification information, to identify Customer as the source of any of its User Generated Content. Customer also acknowledges and agrees that any User Generated Content submitted or shared through the Service may be reviewed by human personnel or by the service provider of the Company’s AI tools. Customer further acknowledges that any User Generated Content submitted or shared through the Service may be visible to other Customers or users of the Websites, and shall therefore be considered non-confidential information. Customer agrees not to post or otherwise transmit any User Generated Content through the Service that it considers to be confidential, including but not limited to personally identifiable information, financial information, and healthcare data. Company reserves the right to pre-screen, monitor, review or edit any User Generated Content and to remove any portion of or all of any User Generated Content that is offensive, indecent, inaccurate, or otherwise objectionable, as determined by Company in its sole discretion.
4.5 Anonymized or Aggregated Data. Customer acknowledges that Company may use Customer Data and Customer End-User Data to compile de-identified, aggregated and anonymized data, and that such aggregated and anonymized data shall be owned by Company, which Company can collect, retain, use, or disclose, including via sale to unaffiliated third parties, for Company’s general business purposes as permitted under applicable laws, including to improve the Services, and for benchmarking, reporting and analytics.
4.6 HIPAA Data. Customer agrees not to process any HIPAA Data in the Service unless Customer has entered into a Business Associates Agreement (“BAA”) with Company. Unless a BAA is in place, Company will have no liability under these Terms of Service for HIPAA Data, notwithstanding anything to the contrary in these Terms of Service.
INTELLECTUAL PROPERTY RIGHTS
5.1 Company Services. Except for the limited rights granted herein, Customer has no right, title or interest in or to the Company Marks or Services or any components provided by Company in connection with the Services or any intellectual property rights related thereto. Customer acknowledges that Company or its licensors retain all proprietary right, title and interest in and to, or practiced in connection with, the Company Marks and the Services and any components, including, without limitation, all modifications, enhancements, derivative works, configuration, translations, upgrades, and interfaces thereto, and all AI Outputs.
5.2 Company Marks. Unless expressly authorized under the terms of this Agreement, Customer agrees that it shall not use, register or apply for registration of any trademark, service mark, business name, company/trade name, domain name or social media account name or handle which is comprised of or incorporates in whole or in part any Company Marks, or is otherwise confusingly similar to a Company Mark. In the event of any breach of this provision, Customer agrees that it will do all things necessary to effect the transfer of any such same or similar trademark, service mark, business name, company/trade name, domain name or social media account name or handle to Company, including but not limited to executing assignment documentation. Except as expressly granted herein, no license regarding the use of Company’s copyrights, patents, trademarks, service marks or company/trade names is granted or will be implied. For any authorized use of the Company’s Marks, Customer agrees that it will adhere to any brand guidelines that may be provided by Company. As noted above, reproduction, copying, or redistribution for commercial purposes of any materials or design elements on the Website or Services is strictly prohibited without the express written permission of Company. For information on requesting such permission, please contact us using the contact information listed in the section entitled “About Us”.
5.3 Usage Data. Notwithstanding anything to the contrary, Company may collect and use Usage Data to develop, improve, support and operate its Websites and Services. Company may share Usage Data as provided in our Privacy Policy.
5.4 Feedback. Customer agrees that any ideas, suggestions, or improvements that it or its Users provide to Company about Company’s products or services shall be owned by Company and that Company is free to include such ideas in future products without compensation to the Customer.
ORDERS, FEES, AND PAYMENT
6.1 Orders. Customer may order Services using the Company’s then-current ordering processes. All Orders are subject to acceptance by Company at its discretion. All Customer information provided by or on behalf of Customer must be current, complete and accurate and Customer is responsible for keeping such information updated. Order information is subject to automatic processing by Company for the purposes of managing Customer’s account.
6.2 Additional Services. Customer may order additional Services at any time by executing an additional order or enter into a written amendment executed by both Customer and Company.
6.3 Use Levels. Company reserves the right to review Customer’s account to confirm compliance with applicable Use Levels indicated in the associated Order, and to terminate or suspend Customer’s access for overuse and/or misuse. Customer agrees to pay for any overage in excess of permitted Use Levels.
6.4 Fees and Payment. When you execute an Order you will commit to a fee amount, including any one-time implementation fees (collectively “Fees”), and a payment schedule (“Payment Schedule”). Your Payment Schedule may either set forth a one-time payment of your Fees (“Paid In Full Payment Schedule”) or monthly installment payments towards your Fees (“Monthly Payment Schedule”).
6.4.1 For Orders subject to a Paid In Full Payment Schedule, the entirety of your Fees will be due on the Effective Date.
6.4.2 For Orders subject to a Monthly Payment Schedule, your monthly payment will be due on the Effective Date and each monthly anniversary from the Effective Date.
6.4.3 When applicable, Customer authorizes Company (i) to verify the payment information, including through the use of third-party services, and (ii) charge such card in accordance with the billing frequency specified in the Order. Company reserves the right to terminate an Order or these Terms of Service with Customer immediately in the event any payment information is found at any time to be inaccurate, incomplete and/or not current. Company shall not be responsible for any overdraft charges or other fees that may be incurred due to Company use of Customer’s card for payment hereunder.
6.5 Fee Disputes. Customer agrees to notify Company of any fee dispute within fifteen (15) days of such payments due date and Customer agrees to work in good faith to promptly resolve any dispute and pay fees within fifteen (15) days following resolution of the dispute.
6.6 Late Payments. Company reserves the right, in its discretion, to (i) suspend or terminate the Services or any portion thereof for non-payment of undisputed Fees, and (ii) impose a charge to restore archived data from delinquent accounts. Customer agrees to reimburse Company for all reasonable costs and expenses incurred in collecting delinquent amounts.
6.7 Taxes and Withholding. Customer shall be responsible for all applicable taxes (including but not limited to withholding tax, sales tax, services tax, value-added tax (VAT), goods and services tax (GST), tariffs, Universal Services Fund (USF) fees (collectively, “Taxes”) imposed by any government entity or collecting agency based on the Services, except those Taxes based on Company net income, and/or those Taxes for which Customer has provided a certificate confirming Customer is otherwise exempt. If Customer fails to satisfy its Tax obligations herein, Customer agrees to reimburse Company for any Taxes paid on Customer’s behalf and indemnify and hold Company harmless against any claim, liability and/or penalties resulting therefrom.
TERM AND TERMINATION
7.1 Term. The term of your contract (“Initial Term”) will be indicated in your Order. This Terms of Service will remain in effect until either party cancels as set forth herein.
7.2 Renewal. After the Initial Term, your Order will be automatically renewed for a period of time equal to the Initial Term (each renewal period and the Initial Period may be referred to as a “Term”) unless you indicate your intent to cancel at least 30 days before the then-current Term is set to expire either through your Hyros account or by email support@hyros.com. Hyros may, in its sole discretion, amend pricing or Services offered at the beginning of each new Term.
7.3 Refunds. Subject to Section 7.4 below, in order to receive a refund, all refund requests must be placed in writing within ninety (90) days of the first original charge. In addition, if you had intended to terminate your Order pursuant to Section 7.2, but Company had already processed the Fees for your renewal, Company may process a refund for the Fees paid so long as the request is made in writing within three (3) days of the charge that is to be refunded.
7.4 Chargebacks. Any chargeback (i.e. the dispute of a charge with a credit card service provider) will result in an automatic disqualification from any refund you are otherwise entitled to in Section 7.3. Chargebacks will be reversed and declined.
7.5 Termination. Either party may terminate these Terms of Service (including all related Orders) if the other party: (a) fails to cure any material breach of these Terms of Service (including a failure to pay Fees) within thirty (30) days after written notice (without limiting 6.5 – Fee Disputes); (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party and is not dismissed within sixty (60) days (to the extent such termination is not prohibited by law). For any termination of these Terms of Service (including all related Orders) by Customer for cause in accordance with this Section 7.5, Customer shall be entitled to a refund of any prepaid unused Fees for the Services purchased hereunder.
7.6 Suspension. Without prejudice to any other remedies it may have under this Agreement, Company reserves the right to suspend Customer’s access to any portion or all of the Websites and the Services upon prior notice if, in its reasonable discretion, it suspects Customer of breaching any portion of these Terms of Service or of presenting an undue security risk to Company’s Services or networks (including without limitation, hacking attempts, denial of service attacks, mail bombs or other malicious activities), or as required by law or at the request of governmental entities. Company shall either resume the provision of Services or terminate these Terms of Service upon a reasonable period of time for investigating any such incidences.
7.7 Effect of Termination. If reasonably requested by Customer and if technically feasible based on the Services provided at the time and used by the Customer, upon written notice to Company, which shall be within thirty (30) calendar days following the effective date of termination, Company may provide Customer with a limited one-time access to the Service solely to the extent necessary to download or otherwise retrieve its Customer Data. Following the expiration of this thirty (30)-day period, Customer shall have no further access to Customer Data and shall cease use of and access to the Services, and shall delete any other Company Confidential Information in its possession. Company will retain Customer Data for 180 days following the effective date of termination as a convenience to the Customer and in accordance with Customer’s instructions, solely for the purpose of enabling continued Services without disruption in the event that Customer returns and signs up to use the Services again during this 180-day period. During this retention period, all confidentiality and data privacy obligations under these Terms of Service, including but not limited to Sections 4 and 15.2, and the Privacy Policy, shall continue to apply to any retained Customer Data. Following the expiration of this 180-day period, Company shall permanently delete any remaining Customer Data in its possession, unless otherwise instructed in writing by Customer in accordance with applicable law. Any provisions in these Terms of Service which by their nature are intended to survive the termination of these Terms of Service shall survive.
CUSTOMER ACCOUNTS AND USAGE
8.1 Customer is solely responsible for (i) the configuration of Customer’s Services account, (ii) the operation, performance, and security of Customer’s equipment, networks and other computing resources used to connect to the Services, (iii) ensuring all Users exit or log off from the Services at the end of each session, (iv) maintaining the confidentiality of Customer’s accounts, user id’s, and passwords used in conjunction with the Services, and (v) all uses of the Services by Customer and its Users, including but not limited to any data deletions and other usage errors. Company reserves the right to suspend the Services or terminate its agreement with Customer if Customer misuses, in Company’s sole determination, or otherwise shares login information among Users. Customer will notify the Company immediately of any unauthorized use of its account or any other breach of security. Company will not be liable for any loss that Customer may incur as a result of a third party using its password or account, and Customer may be held liable for any such losses incurred by Company and/or another party.
8.2 Account Information. Customer agrees to keep all account information true, accurate, current, and complete. Customer and its Users understand and agree not to provide false information, to impersonate another individual or provide misleading or false user information through your use of the Website or Services.
PROHIBITED ACTIVITIES AND RESTRICTIONS
9.1 Customer’s use of the Service and all User activity on the Websites and Services must comply with all applicable laws, rules and regulations, in addition to these Terms of Service. Customer also agrees not to use, or to assist or enable any others to use, the Services, Customer’s Services account, or any portion of the Websites in furtherance of or in connection with any unlawful or fraudulent activities. This includes but is not limited to, the following activities:
9.1.1 Use these Services for personal, consumer, or household use;
9.1.2 Use these Services in a way that violates applicable laws, rules and regulations, these Terms of Service, or the rights of any third party (including their intellectual property rights);
9.1.3 Perform any fraudulent activity, including accessing the accounts of other users without permission, impersonating any person or entity, claiming false affiliations, or falsifying Customer’s or User’s identity or any information about Customer or User;
9.1.4 Sell or offer, or do any activity that can be construed as an attempt to sell or offer (i) illegal products or services, (ii) counterfeit goods or services (i.e., the use of brand name or design elements in a way that is unauthorized), (iii) goods or services that are illegally imported or exported or which are stolen, (iv) deceptive or predatory products or services, or (v) any other risky goods or services, as determined by us in our sole discretion;
9.1.5 Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Company or any of our providers or any other third party (including another user) to protect the Website or Services;
9.1.6 Use any device, software, routine, file, or other tool or technology, including but not limited to any viruses, Trojan Horses, worms, time bombs or cancelbots, intended to damage or interfere with any of the Services to any user, host or network, or otherwise attempt to disrupt our business, or to surreptitiously intercept or expropriate any system, data, or personal information from the Website, Services, or our network;
9.1.7Use any automated or programmatic method to extract data or output from the Website, Services, or our network, including scraping, web harvesting, or web data extraction;
9.1.8 Commit unauthorized use of the Website, Customer’s account or any of the Services, including, but not limited to, unauthorized entry into our systems, seeking access to data that is not intended for Customer or User, misuse of passwords, or misuse of any information posted to the Website;
9.1.9 Probe, scan, or test the vulnerability of Website or network or breach security or authentication measures without proper written authorization from Company;
9.1.10 Bypass any territorial restrictions, including IP address-based restrictions that may be applied to our Website or Services;
9.1.11 Take any action that imposes an unreasonable or disproportionately large load on our infrastructure, including but not limited to denial-of-service attacks, “spam”, “flooding”, “mail bombing”, “crashing”, or any other such unsolicited overload technique;
9.1.12 Send unsolicited mail or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other forms of solicitation in a manner that violates applicable laws or regulations;
9.1.13 Attempt to use or launch any automated system, including robots, spiders, intelligent agents, software, tools, engineers, or other means to navigate or search the Website, other than those generally available through third-party web browsers such as Microsoft Explorer or Google Chrome;
9.1.14 Use bots, click-farms, fake click-throughs, or any other automated or manual techniques to fake, simulate or otherwise generate user activity on the Websites, the Service or Customer Sites with the intention of creating exaggerated or misleading user activity;
9.1.15 Market, offer to sell, and/or resell the Services to any unauthorized third party;
9.1.16 Modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or attempt to decipher any code relating to the Websites, Services, and/or Company’s technology;
9.1.17 Use the Websites or Services directly or indirectly for competitive benchmarking or other competitive analysis if Customer is a direct competitor of the applicable Service; and
9.1.18 Make any representations with respect to Company or these Terms of Service (including, without limitation, that Company is a warrantor or co-seller of any of Customer’s products and/or services).
9.2 Company shall have sole and exclusive discretion to determine the applicability of the restrictions set forth above and any violations thereof. Company further reserves the right to suspend or terminate Customer’s use of the Websites and Services pursuant to Sections 7.6 and 7.7 for a violation of any of the provisions in this section.
SMS MESSAGING TERMS
10.1 Company may send Customers SMS text messages, including to schedule demos, information about meetings, account notifications, customer care and for other marketing purposes. This section describes various information related to our use of SMS messaging:
10.1.1 If Customer signs up to receive text messages from us, Customer agrees to receive recurring automated promotional and transactional messages from Company, including text messages that may be sent using an automated telephone dialing system, to the mobile telephone number provided to Company when signing up or any other number designated by Customer. Consent to receive text messages is not a condition of any purchase. Company reserves the right to change the short code or phone number from which messages are sent.
10.1.2 Message and data rates may apply. For questions about your text or data plan, please contact your wireless provider.
10.1.3 Messaging frequency may vary. Company reserves the right to alter the frequency of messages sent at any time, so as to increase or decrease the total amount of sent messages.
10.1.4 Not all mobile devices or handsets may be supported and our messages may not be deliverable in all areas. Company, its service providers, and the mobile carriers supported by the program are not liable for delayed or undelivered messages.
10.2 To stop receiving messages, Customer may unsubscribe at any time by replying with the keyword STOP. After sending this message, you will receive a confirmation SMS, and no further messages will be sent to you. To rejoin, text START to (512) 265-0638.
10.3 If you need assistance with our SMS programs, reply with “HELP” or contact us directly at support@hyros.com.
THIRD-PARTY SITES
The Website and Services may link you to other sites on the Internet. These other sites are not under the control of Company, and you acknowledge that Company is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites. The inclusion of such a link does not imply endorsement of the site by or any association with its operators. If you choose to access or use any third-party products, services, information, websites or mobile applications, you understand that such access or use will be subject to the terms and conditions and privacy policies of the appropriate third-party provider, and not these Terms of Service. Company is not responsible for any information that you agree to share with these third-party providers.
DISCLAIMER OF WARRANTIES
ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE WEBSITE AND SERVICES (THE “CONTENT”) ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR CUSTOMER USE. THE CONTENT IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT. COMPANY AND ITS AGENTS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE WEBSITE OR SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE WEBSITE AND SERVICES IS SOLELY AT YOUR RISK. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
EXCEPT WHERE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES SHALL COMPANY OR ITS AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE WEBSITE OR SERVICES. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, COMPANY’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
Any provision herein to the contrary notwithstanding, the maximum liability of Company to any person, firm or corporation whatsoever arising out of or in the connection with the Website or any Services delivered to you hereunder, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the actual price paid to Company by you for the Services over the 12 months preceding the date your first claim(s) arose. The parties acknowledge that the limitations set forth in this section are integral to the amount of consideration levied in connection with the Website, the Services, and any services rendered hereunder and that, were Company to assume any further liability other than as set forth herein, such consideration would of necessity be set substantially higher.
INDEMNIFICATION
Upon a request by Company, Customer agrees to defend, indemnify, and hold Company and its other affiliated companies, and their employees, contractors, officers, and directors harmless from all liabilities, claims, and expenses, including attorney’s fees, that arise from (i) Customer’s use of, or activities in connection with, the Websites or the Services, (ii) Customer’s violation or alleged violation of these Terms of Service, or any applicable laws or regulations, and (iii) Customer’s violation or alleged violation of any intellectual property or right of a third party. Customer may not settle any such claim or matter without the prior written consent of Company. Company reserves the right, but not the obligation, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by Customer, and in such case, Customer agrees to cooperate fully with Company’s defense of such claim.
ADDITIONAL TERMS
15.1 Services Trial. Company may make the Services available to Customer on a trial basis or offer promotional versions of the Services for a limited period of time (“Trial Period”), as specified on the applicable Order. The Trial Period shall terminate (i) at the end of the stated Trial Period, or (ii) if no such date is specified, thirty (30) days from the date of Customer’s initial access to the Services. Following expiration of the Trial Period, the Services may automatically continue unless canceled by Customer, and Customer is responsible for payment of the applicable Fees set forth in the Order. Company reserves the right to modify or discontinue any trials or promotions at any time without notice.
15.1.1 If Customer cancels the Services prior to the end of the Trial Period, then any Customer Data Customer (including Users) submitted or transmitted through the Services will be permanently lost, unless Customer exports such Customer Data prior to the date of cancellation.
15.1.2 DURING THE TRIAL PERIOD, NOTWITHSTANDING ANY OTHER WARRANTY PROVIDED HEREUNDER, COMPANY PROVIDES THE SERVICES “AS IS” AND WITHOUT WARRANTY OR INDEMNITY, TO THE EXTENT PERMITTED BY LAW, AND ALL OTHER TERMS OF THESE TERMS OF SERVICE OTHERWISE APPLY.
15.2 Confidentiality. Each party (“disclosing party”) may disclose to the other party (“receiving party”) certain nonpublic and proprietary materials and information of the disclosing party (“Confidential Information”). The receiving party shall protect the Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. The receiving party shall not disclose the Confidential Information to any third party without the disclosing party’s prior written consent, except to its own directors, employees, legal and financial advisors, and other agents with a need to know the Confidential Information, and who are subject to confidentiality obligations at least as restrictive as those provided herein. The term “Confidential Information” shall not include any information that (i) is or becomes part of the public domain without breach of this Agreement; (ii) is independently developed by the receiving party without use of or reference to the Confidential Information; (iii) is disclosed to the receiving party by a third party without restriction; or (iv) was in the receiving party’s lawful possession prior to its disclosure by the disclosing party. Notwithstanding the foregoing, the receiving party may disclose the Confidential Information as required by law or court order, provided that the receiving party provides prompt prior written notice to the disclosing party, and discloses only the portion of the Confidential Information that it is advised by counsel is legally required to be disclosed, and uses its reasonable efforts to ensure confidential treatment is afforded the disclosed portion of the Confidential Information. The receiving party agrees that breach of this section would cause disclosing party irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, the disclosing party will be entitled to injunctive relief against such breach or threatened breach.
15.3 Copyright Complaints. In the event Customer believes that the Services have been used in a manner that constitutes copyright infringement, Customer shall notify Company at support@hyros.com, and provide all of the following information, as required by the Digital Millennium Copyright Act (“DMCA”): (i) a statement that Customer has identified content in the Services that infringes a copyright of a third party for whom Customer is authorized to act; (ii) a description of the copyrighted work Customer claims has been infringed; (iii) a specific description of where the allegedly infringing material is located in the Services, including a URL or exact description of the content's location; (iv) Customer’s name, address, telephone number, and e-mail address; (v) a statement that Customer has a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use); (vi) a statement that, under penalty of perjury, the information in Customer’s notice is accurate and that Customer is authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; and (vii) Customer’s electronic or scanned physical signature. Company reserves the right to delete or disable allegedly infringing content, to terminate the accounts of users who are repeat infringers, and to forward the information in the copyright-infringement notice to the user who allegedly provided the infringing content.
15.4 Marketing. Company may identify Customer as its customer to other customers or prospective customers. Company may use and display Customer’s name, logo, trademarks, and service marks on the Website and in marketing materials in connection with identifying Customer as a customer of Company. Upon Customer’s written request, Company will promptly remove any such marks from the Website and, to the extent commercially feasible, Company’s marketing materials.
15.5 Cookies. By using the Services or websites, Customer agrees to the use of cookies which Company uses to facilitate use of the Services and the Website. Company does not store passwords or any other Customer personal information in the cookies, and Company does not sell, trade or rent any Customer personal information to unaffiliated third parties. More information about Company’s use of cookies is contained in the Cookie Policy available at: https://hyros.com/cookie-policy
15.6 Assignment. Neither party may assign its rights or delegate its duties under these Terms of Service either in whole or in part without the other party’s prior written consent, which shall not be unreasonably withheld, except that either party may assign an Order as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets. Any attempted assignment without such consent shall be void. These Terms of Service will bind and inure to the benefit of each party’s successors or assigns.
15.7 Notices. All legal notices required under these Terms of Service shall be in writing and delivered in person or by certified or registered express mail to the address last designated on the account for Customer, and the Company contracting entity as specified below, or such other address as either party may specify by notice to the other party as provided herein. Notice shall be deemed given (i) upon personal delivery; (ii) if delivered by air courier or email, upon confirmation of receipt; or (iii) five (5) days after deposit in the mail. Non-legal notices may be provided to the email address specified on the applicable Order and shall be deemed effective on the next business day following the date and time stamp on the sender’s email. Company may also provide Customer with notice postings on the Company Website.
15.8 Governing Law. These Terms of Service (and all related Orders) shall be governed by and construed in accordance with the laws of the State of Texas. You hereby consent to binding arbitration in the State of Texas to resolve any disputes arising under these Terms of Service.
15.9 Entire Agreement; Order of Precedence. These Terms of Service plus any associated Order set forth the entire agreement and understanding of the parties relating to the Services and supersede all prior and contemporaneous oral and written agreements. For any conflict between an executed Order and these Terms of Service, the Order shall govern, but only for the specific Services described in the applicable Order. Nothing contained in any document submitted by Customer shall in any way add to or otherwise modify these Terms of Service or Company’s program terms.
15.10 Miscellaneous Legal Terms. Captions and headings are used herein for convenience only, are not a part of these Terms of Service, and shall not be used in interpreting or construing these Terms of Service. The parties are independent contractors and nothing in these Terms of Service creates a partnership, franchise, joint venture, agency, fiduciary or employment relationship between or among the parties. No person or entity not a party to these Terms of Service will be deemed to be a third-party beneficiary of these Terms of Service or any provision hereof. Company authorized resellers and distributors do not have the right to make modifications to these Terms of Service or to make any additional representations, commitments, or warranties binding on Company. No waiver or amendment of any term or condition of these Terms of Service shall be valid or binding on any party unless agreed to in writing by Company or Customer. Company failure to enforce any term of these Terms of Service will not be construed as a waiver of the right to enforce any such terms in the future. Unless otherwise specified, remedies are cumulative. These Terms of Service may be agreed to online, or executed by electronic signature and in one or more counterparts. No party will be responsible for any delay, interruption or other failure to perform under these Terms of Service due to force majeure events and acts beyond a party’s reasonable control, but only for so long as such conditions persist. Force majeure events may include: natural disasters; wars; terrorist activities; activities of local exchange carriers, telephone carriers, wireless carriers, and Internet service providers; labor disputes; and acts of government. If any part of these Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
ARBITRATION AND DISPUTES
The parties agree that any dispute or claim in law or equity arising between them regarding the use of the Website, the Services, or these Terms of Service (including all related Orders), including any dispute regarding the enforceability or applicability of this arbitration provision, shall be decided by neutral, binding arbitration conducted in Dallas County, Texas. The arbitrator shall be a retired judge, justice, or an attorney with at least ten (10) years of legal experience relating to the subject matter of this Agreement, unless the parties mutually agree otherwise, who shall render an award in accordance with the substantive laws of Dallas County, Texas. In all other respects, the arbitration shall be conducted in accordance with the rules and procedures of the American Arbitration Association, specifically the Commercial Arbitration Rules, subject to the parties being allowed limited discovery. Judgment upon the award of the arbitrator(s) may be entered in any court having jurisdiction.
NOTICE: BY USING THE WEBSITE AND SERVICES YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THIS “ARBITRATION OF DISPUTES” PROVISION DECIDED BY NEUTRAL ARBITRATION AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION YOU MAY BE COMPELLED TO ARBITRATE ANYHOW PURSUANT TO A COURT ORDER. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. IF YOU DO NOT WISH TO AGREE TO ARBITRATION, THEN YOU MAY NOT USE THE WEBSITES OR SERVICES.
CLASS ACTION WAIVER
ANY LEGAL ACTION OR ARBITRATION ARISING IN CONNECTION WITH THE USE OF THE WEBSITE, THE SERVICES, OR THESE TERMS OF SERVICE (INCLUDING ALL RELATED ORDERS) MUST BE ON AN INDIVIDUAL BASIS. THIS MEANS NEITHER YOU NOR WE MAY JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR LITIGATE IN COURT OR ARBITRATE ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.
ATTORNEYS’ FEES
In any dispute, action, proceeding, or arbitration regarding the use of the Website, the Services, or these Terms of Service (including all related Orders), including the enforcement of any arbitration provision herein, the party prevailing in such action or proceeding shall be entitled to recover, in addition to any other award of damages or other remedies, its reasonable attorneys’ and experts’ fees, costs and expenses (including, without limitation, expenses for expert witnesses and all reasonable attorneys’ fees, costs and expenses upon appeal).
ABOUT US
Our Websites and Services are provided by:
Hyros, Inc
13359 N Highway 183, Ste 406, #2008
Austin, TX 78750
USA
Phone: +1 214 295-2623
support@hyros.com
Hyros Inc. is a corporation registered under the laws of the state of Texas, USA, registration number: 83-4515928
If you wish to contact Hyros for any reason, who may do so using the contact information listed in this section.
