These Terms of Use are executed between you and Hyperion Future Tech Ventures Private Limited (hereinafter referred to as "Hyperion", "we", "our" or "us") and govern the usage or access of our Services and Service Platform (both, as defined hereinafter) and any other features we offer.
"Users" constitute distinct, single individuals accessing or using the Service Platform for any reason, whom may hereinafter also be referred to as "you", "your", "yourself" or "yourselves". You and Hyperion may be referred to individually as a "Party" and jointly as the "Parties".
By downloading, accessing and using the Service Platform, through any device, you agree to our Terms of Use ("Terms" or "Terms of Use"). These Terms constitute a binding agreement between you and Hyperion and its affiliates and subsidiaries. By accessing, downloading, using and/or registering for the Service Platform and/or Services, you understand and agree to be bound by these Terms, including any modifications or amendments made thereto by Hyperion from time to time, as its sole discretion. If you do not agree to these Terms, you are not authorized to access or use the Service Platform and/or Services.
BY DOWNLOADING/INSTALLING, ACCESSING OR USING THE SERVICE PLATFORM AND/OR SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS; (B) REPRESENT THAT YOU ARE EITHER: (I) AT LEAST 18 (EIGHTEEN) YEARS OF AGE OR THE REQUIRED LEGAL AGE IN YOUR JURISDICTION; (C) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM; AND (D) AGREE THAT ANY AND ALL DISPUTES THAT MAY ARISE BETWEEN THE PARTIES FROM YOUR USE OF THE SERVICE PLATFORMS AND/OR SERVICES SHALL BE RESOLVED THROUGH INDIVIDUAL ARBITRATION AND NOT IN COURT AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT DOWNLOAD, INSTALL OR USE THE SERVICE PLATFORM AND/OR THE SERVICES AND DELETE ANY AND EVERY COMPONENT OF THE SERVICE PLATFORM AND/OR SERVICES FROM YOUR DEVICE.
We reserve the right to update or modify these Terms and notify you of any such modifications. Your use of the Service Platform following any such change constitutes your unconditional agreement to follow and be bound by these Terms as changed. For this reason, we encourage you to review these Terms whenever you use the Service Platform.
DEFINITIONS
For the purposes of these Terms, the following definitions shall have the meaning set forth below:
"Applicable Laws" shall mean any and all: (a) laws, statutes, constitutions, treaties, rules, regulations, ordinances, codes, guidance, and common law; and (b) all judicial, executive, legislative, administrative or military orders, directives, decrees, injunctions, judgments, permits, agreements, and other legal requirements, in each case, of, with, or adopted or imposed by any Governmental Authority (as defined hereinafter), now or hereafter in effect and, in each case, as amended from time to time.
"Hyperion Account" shall mean the account created and registered on the Service Platform by the User.
"Data Protection Law" shall mean any data protection, data security or privacy law, including, without limitation, the Information Technology Act, 2000 ("IT Act"), the Digital Personal Data Protection Act, 2023, the EU General Data Protection Regulation 2016/679 (the "GDPR") and any applicable laws governing Personal Data, Sensitive Personal Data or information from outbound telephone calls, transmission of electronic mail, transmission of facsimile messages and any other communication-related data protection, data security or privacy laws.
"Delivery Services" shall mean the delivery services provided by the User to the Client.
"Client" shall mean an individual(s)/entity which places an order for availing Delivery Services from a User through the Application.
"Governmental Authority" shall mean any government authority, statutory authority, regulatory authority, government department, agency, commission, board, tribunal or court or other law, rule or regulation making entity/ authority having or purporting to have jurisdiction on behalf of the Republic of India or any state or other subdivision thereof or any municipality, district or other subdivision thereof.
"Intellectual Property" or "IP" includes ideas, concepts, creations, discoveries, inventions, improvements, know how, trade or business secrets; trademarks, service marks, designs, utility models, tools, devices, models, methods, procedures, processes, systems, principles, synthesis protocol, algorithms, works of authorship, flowcharts, drawings, books, papers, models, sketches, formulas, proprietary techniques, research projects, copyright, designs, and other confidential and proprietary information, databases, data, documents, instruction manuals, records, memoranda, notes, user guides, in either printed or machine-readable form, whether or not copyrightable or patentable or protectable under any other intellectual property law, or any written or verbal instructions or comments.
"Intellectual Property Rights" or "IP Rights" include: (a) all rights, title, and interest under any statute or under Applicable Law including patent rights; copyrights including moral rights; and any similar rights in respect of the Intellectual Property, anywhere in the world, whether negotiable or not; (b) any licenses, permissions and grants in connection therewith; (c) Service Platform for any of the foregoing and the right to apply for them in any part of the world; (d) right to obtain and hold appropriate registrations in Intellectual Property anywhere in the world; (e) all extensions and renewals thereof; and (f) causes of action in the past, present or future, related thereto including the rights to damages and profits, due or accrued, arising out of past, present or future infringements or violations thereof and the right to sue for and recover the same.
"Loss" shall mean all direct and/or indirect losses, damages, liabilities, costs (including legal fees), expenses, charges, interest, penalty, claims, arbitration, proceedings, suits and all sums paid or which arise due to any act or omission of the User.
"Personal Data" shall mean any personally identifiable information relating to an identified or identifiable individual, including data that identifies an individual or that could be used to identify, locate, track, or contact an individual. Personal Data includes both directly identifiable information, such as name, identification number or unique job title, and indirectly identifiable information such as date of birth, unique mobile or wearable device identifier, information that could be used to identify a household, telephone number, key-coded data or online identifiers, such as IP addresses, and includes any data that constitutes "personal data" under the IT Act or similar terms under other Data Protection Law.
"Privacy Policy" shall mean Hyperion's privacy policy.
"Sensitive Personal Data" or "Sensitive Personal Information" with respect to a person shall mean such personal information which consists of information relating to:
biometric information;
health data;
sex life;
religious or political beliefs;
official identifiers;
biometric data;
physical, physiological and mental health condition;
sexual orientation;
any detail relating to the above clauses as provided to us for providing the Services; and
any of the information received under above clauses by us for processing, stored or processed under lawful contract or otherwise;
"Services" shall mean the provision of leasing Vehicles from Hyperion and/or providing Users the option to undertake Delivery Services for Clients, made available by Hyperion to the Users on the Service Platform;
"Service Platform", singular or plural, refers to any of our html-based/internet-based computer programs, smart phone, tablet or personal computer applications and all other software programs made available to the Users (either via Apple iOS or Android) by us.
"Third Party" shall mean a party which is not a signatory to these Terms of Use.
"Vehicle" shall mean a two-wheeled motor vehicle as defined under the Motor Vehicles Act, 1988 and its corresponding rules.
2. SERVICES AND CHARGES
2.1 Through the Service Platform, the User may lease the Vehicle from Hyperion and be required to pay Hyperion (i) a monthly lease fee ("Lease Fee") of such amount and in such manner as prescribed by Hyperion from time to time; and (ii) an additional one-time security fee ("Security Deposit") for leasing the Vehicle of such an amount as prescribed by Hyperion. Upon termination of these Terms, the Security Deposit shall be refunded to the User after the Vehicle is returned to Hyperion in the condition that it was originally leased out to the User, except normal wear and tear as may be assessed by Hyperion. In the event the Vehicle returned by the User is not in the condition as mentioned above, Hyperion shall deduct such amount as it may deem necessary from the Security Deposit. The Parties understand that the decision of Hyperion whether an asset is in the original condition or not shall be final and binding on the User.
2.2 Through the Service Platform, the User after Leasing the Vehicle from Hyperion may choose to make himself available on the Service Platform to perform certain Delivery Services for a Client as and when a request for the same is placed by a Client through the Service Platform, to the best of his abilities, for a monthly delivery fee ("Delivery Fee") payable by Hyperion to the User, of such amount and in such manner as prescribed in writing by Hyperion from time to time. The Parties hereby agree that in case the User opts to provide Delivery Services to a Client, the Lease Fee and Security Deposit for the Vehicle shall be set-off from the first monthly Delivery Fee payable by Hyperion to the User. Hyperion shall have the right and the obligation to pay only such amounts due and payable by Hyperion to the User, if any amount so remains due and payable after such set-off, deduction and application as set out under this Clause 2.2. Nothing in this Clause 2.2 shall prejudice any right or remedy available to Hyperion, whether under contract, law or equity to recover any amounts due from, or payable by the User under or in connection with the Terms, whether such amounts arise under contract, tort, statute or equity.
2.3 In consideration of making the Service Platform available to you, Hyperion, at its sole discretion, may charge fee for providing the Service Platform ("Service Platform Charges"), which shall be notified to you by such means as Hyperion may deem fit. Your continuous use of the Service Platform and availing Services after such notification shall be deemed to be acceptance of the Service Platform Charges by you. The Service Platform Charges may be revised by Hyperion, at its sole discretion, from time to time, without any notice.
2.4 The User confirms and acknowledges that by logging-in on the Service Platform, he agrees to be tracked by Hyperion via GPS enabled tracking technology and Hyperion may share this information with the Client on a real-time basis for the purpose of enabling the status of the Delivery Services being provided by the User to the Client.
2.5 Unless otherwise specified by Hyperion in a separate license, your right to use the Service Platform or avail the Services is subject to the Terms. You agree to comply with all applicable Third Party terms of the App Store or Google Play Store or any other such platform from which you have downloaded the Service Platform (the "Usage Rules").
You acknowledge that the Terms are between you and Hyperion and not with the App Store or Google Play Store or any such platform. Hyperion is solely responsible for the provision of Services, including the Service Platform, the Services, maintenance, support services, and warranty therefor, and addressing any claims relating thereto. You also agree to pay all fees (if any) charged by the App Store or Google Play Store or any such platform in connection with the Service Platform.
The Services are displayed on the Service Platform with their detailed description. We have made every effort to display as accurately as possible the information and descriptions of our Services. We will not be held responsible for any mistakes or omissions to any information given. We reserve the right to correct inaccuracies at any time without prior notice.
We reserve the right to refuse the provision of any Service to you. We reserve the right, but are not obligated, to limit the sales of our Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis.
All descriptions of Services are subject to change at any time, at our sole discretion. We reserve the right introduce, modify, or discontinue any Services at any time.
Hyperion reserves the right to introduce fees for any new Services offered or amend the fees for existing Services, as the case may be. Changes to the prices will be updated on the Service Platform and such changes shall take effect immediately after they are made available on the Service Platform. Provided that, if there is any change in the Applicable Law which results in an increase in the price of the Services including but not limited to an increase in Goods and Service Tax, then the User shall be liable to bear such extra costs as communicated to the User by Hyperion.
You shall bear the sole and exclusive responsibility for all aspects of your usage of the Services, including compliance with all Applicable Laws and these Terms of Use.
You acknowledge and agree that Hyperion will have no obligation to provide you with any support or maintenance in connection with the Service Platform.
The Service Platform requires internet access to function and/or exchange encrypted data. The Users operating the Service Platform on their own device(s) and who are thereby consuming data, are themselves responsible for any associated data and/or mobile carrier fees, charges or taxes. We reserve the right, at any time, to modify, suspend, or discontinue the Service Platform (in whole or in part) with or without notice to you. You agree that Hyperion will not be liable to you or to any Third Party for any modification, suspension, or discontinuation of the Service Platform and any part thereof.
3. OBLIGATIONS OF THE USER
3.1 The User shall ensure that the Vehicle is well maintained and in good condition. All expenses incurred in maintaining, running and riding the Vehicle shall be borne exclusively by the User unless otherwise agreed by Hyperion.
3.2 The User shall hold and possess a valid driving license in accordance with Applicable Law for the Vehicle, which is to date and in subsistence throughout the Terms. Copies of the driving license shall be provided to Hyperion before availing the Services, or at any other time deemed appropriate by Hyperion.
3.3 During the course of availing the Services, the User shall conduct himself with honesty, discipline and in accordance with the policies and instructions of Hyperion, whether presently in force or adopted in the future, including but not limited to safety, driving rules, etc. The User shall also comply with all Applicable Law including the provisions of the Motor Vehicles Act, 1988 and its corresponding rules.
3.4 The User shall not commit any fraud, default, breach of Applicable Law, negligence, while availing Services or otherwise commit any act or omission, to gain any undue advantage. The User agrees and acknowledges that in case Hyperion believes that the User has committed any of the foregoing while availing Services, Hyperion shall, in addition to its right to terminate the Agreement and these Terms, in its sole discretion reserve the right to (a) collect the Vehicle from the User; (b) bar the User from availing Services through the Service Platform for such time as it deems fit and /or (b) deduct the undue gain made by the User through the fraudulent orders from the payout including incentives thereof and/or the Security Deposit, if any. This right to withhold payout including incentives thereof may also be exercised by Hyperion in the event service parameter guidelines, as prescribed by the Hyperion from time to time, is not met.
3.5 The User is not entitled to claim reimbursement of hospitalisation bills that may be uncured by the User while availing the Services or incurred by his family members for any unfortunate accident or severe illness, during the subsistence of these Terms of use.
4. ACCEPTANCE OF TERMS
By checking any acceptance boxes, clicking any acceptance buttons, submitting any text, or simply by browsing, accessing or using the Service Platform you: (i) accept the Terms of Use and agree to be bound by each of its terms; and (ii) represent and warrant to Hyperion that: (a) these Terms of Use are binding and enforceable against you; (b) to the extent an individual is accepting these Terms of Use on behalf of an entity, such individual has the right and authority to agree to the terms set forth herein on behalf of such entity; and (c) you have read and understand the Terms, the terms of which are incorporated herein by reference, and agree to abide by the Terms. These Terms are made between you and us and shall come into effect on the date which you first access the Service Platform and/or create your Hyperion Account, whichever is earlier, and shall continue until terminated by us or you.
In the event that the User, or anyone acting on the User's behalf, does not wish to be bound by the Terms of Use, the User (or the legal person/entity acting on the User's behalf) unequivocally agrees to refrain from accessing, using or retaining the Services and/or Service Platform on any device in any manner whatsoever. The User agrees that anything done or caused to be done by the User or anyone acting on the User's behalf, whether expressly or impliedly that is in contravention of the Terms of Use will render the User liable for legal and punitive action.
Hyperion reserves the right to terminate your access to the Service Platform in the event that you are under the age of 18 (eighteen) years or the required legal age in your jurisdiction. You further represent and warrant that you are not under any legal or other deficiency which prevents/may prevent you from: (i) entering into a valid contract under the Applicable Laws; and (ii) making valid payment to Hyperion for the Services availed by you.
You are responsible for, and agree to comply with, all Applicable Laws, rules, and regulations pertaining to your use of the Services and Service Platform and any transaction you enter into on the Service Platform or in connection with your use of the Service Platform.
ACCOUNT REGISTRATION
You may access the Service Platform without registering but as a pre-condition to utilize our Services, you must create a Hyperion Account on the Service Platform.
At the time of registration, you shall ensure that the Hyperion Account information (including, but not limited to your username, e-mail address and password) provided by you in the registration form is complete, accurate and up to date. Users may also be requested to provide supporting documents as specified by Hyperion in accordance with Applicable Laws. It shall be the responsibility of the Users to ensure the authenticity and validity of these supporting documents. Hyperion may use a Third Party service provider to verify and authenticate the Hyperion Account information and documents provided (if any) by you.
You will, at all times, be responsible for maintaining the confidentiality of your Hyperion Account information and are fully responsible for all activities that occur under your Hyperion Account. You agree to: (i) immediately notify Hyperion of any unauthorized use of your Hyperion Account information or any other breach of security; and (ii) ensure that you exit/log out from your Hyperion Account at the end of each session. Hyperion cannot and shall not be liable for any Loss or damage arising from your failure to comply with this Clause. You may be held liable for Losses incurred by Hyperion or any other User of the Service Platform due to authorized or unauthorized use of your Hyperion Account as a result of your failure to keep your Hyperion Account information secure and confidential. The use of another User's Hyperion Account is expressly prohibited.
By creating a Hyperion Account, using our Services, and/or accessing the Service Platform, you grant us a license to collect, use, copy, transmit, store and back-up your Personal Data for purposes of providing the Services and/or for any other purpose(s) as contemplated by the Terms and/or Privacy Policy. All Personal Data and Sensitive Personal Data provided to us by you shall be governed by the Privacy Policy.
We shall not charge any fees for creating and registering a Hyperion Account on the Service Platform. However, please note that this is subject to change and Hyperion shall, at its sole discretion, have the right to charge Users any fee that it may deem appropriate by amending these Terms of Use.
TERM & TERMINATION
Term
These Terms of Use will come into effect from the date that you access or browse the Service Platform and shall remain in effect until terminated in accordance with Clause 6.2 below.
Termination and/or Suspension
We reserve the right, at our sole discretion, to suspend, deactivate or cancel your Hyperion Account and/or access to our Service Platform and/or Services, without providing prior notice to you, if you: (a) have breached the terms and conditions as provided in theTerms; (b) have provided any information during the registration process or thereafter which is proved to be inaccurate, not current or incomplete; (c) have carried out unauthorized use of the Services and/or Service Platform; or (d) have used the Services and/or Service Platform in a manner that violates any Applicable Laws or which threatens the security or otherwise harms Hyperion or its affiliates, personnel or other Users of the Service Platform and/or Services, and Third Parties. In case of suspension, deactivation or cancellation of your Hyperion Account and/or access to our Service Platform and/or Services, you shall be required to immediately return to Hyperion any Vehicles leases in accordance with these Terms, in accordance with the manner as prescribed by Hyperion. If you wish to enquire about the suspension, deactivation or cancellation of your Hyperion Account or believe that a mistake has been made, you may email us with your query on [Please insert email address]
The above rights of Hyperion are without prejudice to Hyperion's right to pursue any other legal action/remedies available to us.
You may terminate your Hyperion Account at any time by sending an email to [Please insert email address].
Notwithstanding any other provisions of the Terms of Use, we reserve the right to suspend or discontinue the Services and Service Platform, either temporarily or permanently and either wholly or in part, for the purposes of carrying out maintenance or otherwise, without prior notice. In such a case, we will attempt to inform you of any suspension, discontinuation, or deletion of the Services and/or Service Platform.
The provisions of these Terms that are, by their nature, intended to survive termination (including, without limitation Clause 8 (Ownership & Rights), Clause 9 (Confidentiality), Clause 10 (Data Protection and Privacy), Clause 11 (Indemnity), Clause 12 (Disclaimers), Clause 13 (Limitation of Liability), Clause 17 (Governing Law and Jurisdiction), Clause 18 (Dispute Resolution), and Clause 19 (Miscellaneous) will continue to apply to you with full force and effect notwithstanding any termination of the Terms of Use.
USER CONDUCT
You understand and agree that you are solely responsible for compliance with Applicable Laws to your use of the Service Platforms and Services. In connection with your use of the Service Platforms and Services, you agree and undertake that you will not:
violate any Applicable Laws;
through any act or omission, threaten the unity, integrity, defense, security or sovereignty of any state, friendly relations with foreign states, or incite anyone to commit of any offence or crime or prevent the investigation of any offence or crime;
use manual or automated software, devices, scripts robots, other means or processes to access, "scrape," "crawl" or "spider" any web pages or other services contained in the Service Platforms or other Hyperion Services;
misuse the Service Platforms and/or other Hyperion Services for any purpose that is prohibited by these Terms and/or the Privacy Policy;
copy, store or otherwise access any information contained in the Service Platforms or other Hyperion Services for purposes not expressly permitted by these Terms and/or the Privacy Policy;
infringe the rights of any person or entity, including without limitation, their IP, privacy, publicity or contractual rights;
interfere with or cause damage to the Service Platforms and/or other Hyperion Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or internet protocol spoofing, forged routing or electronic mail address information or similar methods or technology;
attempt to interfere with the usage of the Service Platforms and/or other Services provided to any User, host or network, including, without limitation, via means of submitting a virus to the Service Platforms, overloading, "flooding," "spamming," "mailbombing" or "crashing";
register for more than one Hyperion Account or register for a Hyperion Account on behalf of an individual other than yourself without being authorized to do so;
impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
use automated scripts to collect information or otherwise interact with the Service Platforms and/or other Services;
systematically retrieve, copy or download data or other content from the Service Platforms and/or other Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise, either for your benefit or for the benefit of any other persons;
use, display, mirror or frame the Service Platforms or any individual element within the Service Platforms and/or other Services, Hyperion's name, any Hyperion Intellectual Property, or the layout and design of any page or form contained on a page, without Hyperion's express written consent;
access, tamper with, or use non-public areas of the Service Platforms, Hyperion's computer systems, or the technical delivery systems of Hyperion's providers;
attempt to probe, scan, or test the vulnerability of any Hyperion system or network or breach any security or authentication measures;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Hyperion or any of Hyperion's providers or any other Third Party (including another User) to protect the Service Platforms and/or any Hyperion Service;
forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Service Platforms and/or any Service and/or content to send altered, deceptive or false source-identifying information;
attempt to decipher, decompile, disassemble or reverse engineer any of the software used to operate and enable the Service Platforms and/or any Service;
advocate, encourage, or assist any Third Party in doing any of the foregoing; or
disable or circumvent, or attempt to disable or circumvent, any technological mechanisms or measures intended to prevent, limit or control use or copying of, or access to, Service Platforms and/or any Hyperion Service.
Hyperion reserves the right to terminate a Hyperion Account and/or prevent a User from availing Hyperion's Services if a User engages in any of the abovementionedacts. In such case, Hyperion may also notify an appropriate government or legal authority or its agency and provide assistance for the purpose of investigation, prevention or detection of any offences under any Applicable Law.
Hyperion will have the right to investigate and prosecute any of the violations as mentioned in Clause 7.1 and pursue any and all legal remedies available as per Applicable Law. Hyperion may involve and cooperate with the relevant law enforcement authorities in prosecuting Users who violate these Terms of Use or any Applicable Law. You acknowledge that Hyperion has no obligation to monitor your access to or use of the Service Platform or Services, but has the right to do so for the purpose of operating the Service Platform and Services: (i) to ensure your compliance with these Terms of Use, including investigation of potential violations hereof; (ii) to comply with Applicable Law or the order or requirement of a court, administrative agency or other governmental body; (iii) detect, prevent, or otherwise address fraud, security or technical issues; and (iv) respond to User support requests; or (v) protect our rights, property or safety of our Users and the public.
OWNERSHIP & RIGHTS
Data Usage & Retention
The Personal Data that you provide to us or otherwise authorize us to have access to is your property.
By using our Services, and/or accessing the Service Platform, you grant us a license to collect, use, copy, transmit, store and back-up your Personal Data for purposes of providing Services and/or for any other purpose(s) as contemplated by the Terms of Use and/or Privacy Policy.
All Personal Data and Sensitive Personal Data provided to us by you shall be governed by the Privacy Policy.
Intellectual Property
You acknowledge and agree that Hyperion owns and reserves the right, title and interest in and to the Services and the Service Platform.
As part of the Services, we grant you a non-exclusive, limited, royalty-free, revocable license, during the term of the Terms of Use, to use our Service Platform to facilitate your use of the Services. Any rights relating to our Service Platform that we do not expressly grant to you in writing are expressly reserved, and your access to and use of our Service Platform does not grant you an express or implied license in respect of any of the Intellectual Property Rights that are owned by, licensed to, or controlled by us and our licensees.
You agree to indemnify and hold harmless Hyperion from any Losses that may arise on account of violation of this Clause 8.2 by you or any person on whose behalf you may be acting.
You acknowledge and agree that the 'Hyperion' and [Insert name of the Service Platform] wordmark and logo, represented as [Insert the relevant logos], along with any iteration thereof currently in use or as may be used by Hyperion in the future in the course of trade, or as may be applied for before the Indian trademarks registry by Hyperion, are the trademarks of Hyperion and may not be used by you without our prior written consent.
You acknowledge and agree that you shall not copy, modify, transmit, create any derivative works from, make use of or reproduce in any way any copyrighted material, trademarks, trade names, service marks or other Intellectual Property or proprietary information accessible through the Services and/or Service Platform, without first obtaining the prior written consent of Hyperion.
CONFIDENTIALITY
During the course of your use of our Services and/or Service Platform you may receive information relating to us or to our Services, that is not known to the general public ("Confidential Information"). You agree that: (i) all Confidential Information will remain Hyperion's exclusive property; (ii) you will use Confidential Information only as is reasonably necessary for your participation in our Services and use of the Service Platform; (iii) you will not otherwise disclose Confidential Information to any other person or Third Party; and (iv) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in these Terms and/or Privacy Policy. You may not issue any press release or make any public statement related to our Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission or misrepresent or embellish the relationship between us in any way.
DATA PROTECTION AND PRIVACY
You agree that we shall have the right to collect and/or use or analyse your Personal Data or Sensitive Personal Data as set forth in the Privacy Policy. Use of the Services and Service Platform is also governed by the Privacy Policy. We only use your information as described in the Privacy Policy. We view protection of Users' privacy as a very important community principle. If you object to the Privacy Policy in any way, please do not use the Services and the Service Platform.
INDEMNITY
You agree and undertake to fully indemnify and hold Hyperion, its affiliates, and their respective officers, directors, employees, successors, representatives, and agents harmless from and against all Losses howsoever arising from all claims, allegations, actions, proceedings, demands, or costs brought by a Third Party or other liability or expenses (including, without limitation, attorneys' fees) (each, a "Claim") that may arise or that we may sustain or incur, directly or indirectly, arising from or as a result of your: (i) actual or alleged breach of the Terms of Use and/or Privacy Policy; (ii) use of the Service Platform; (iii) any injury or death cause by you to any Third Party while availing the Services; (iv) access to, use, or misuse or abuse of any Service(s) offered through, our Service Platform; (v) misconduct in any manner, including negligence and fraud, in connection with your use of our Service Platform or any of the Services; or (vi) any actual or alleged infringement of any proprietary rights, including but not limited to Intellectual Property Rights, by you or any person on whose behalf you are acting, and any personal injury, death or property damage related thereto.
We will notify you of any such Claim or proceeding and assist you, at your expense, in defending the same. We reserve the right to assume, at your expense, the exclusive control and defense of any matter that is or may be subject to indemnification under this section. Should we exercise this right, you nevertheless agree to cooperate with any reasonable requests we make of you to assist with our defense of such matter.
DISCLAIMERS
By agreeing to these Terms, you expressly understand and agree that to the extent permitted by applicable law, your use of the Service Platform and/or services is at your sole risk, and the Service Platform and services are provided on an "as is" and "as available" basis, with all faults. Hyperion expressly disclaims all warranties, representations, and conditions of any kind, whether express or implied, including, but not limited to, the implied warranties or conditions of merchantability, fitness for a particular purpose and non-infringement. Hyperion make no warranty, representation or condition that: (a) the Service Platform and/or services will meet your requirements; or (b) your use of the Service Platform and/or services will be uninterrupted, timely, secure or error-free. The services may be subject to delays, cancellations and other disruptions. No advice or information, whether oral or written, obtained from Hyperion or through the Service Platform and/or services will create any warranty not expressly made herein.
These limitations, disclaimer of warranties and exclusions apply without regard to whether the damages arise from: (i) breach of contract; (ii) breach of warranty; (iii) negligence; or (iv) any other cause of action, to the extent such exclusion and limitations are not prohibited by Applicable Law.
LIMITATION OF LIABILITY
To the maximum extent permitted by Applicable Law, we will not be liable to you for any Losses (including loss of information, data, revenues, profits or savings) resulting, directly or indirectly, out of, or in any way connected with your access to, use of, or reliance on the Service Platform or Services including any indirect, special, consequential, punitive, incidental or other Losses, expenses or damages arising out of or in connection with the use of the Service Platform whether in negligence, contract, tort, strict liability, or any other legal theory. You assume full responsibility for the use of the Services and/or Service Platform.
We may suspend performance of our Services or access to the Service Platform without liability where we have identified an actual or potential personal, financial or legal risk to the User (which may include the following circumstances: (i) if you breach these Terms of Use or the Privacy Policy; (ii) if you fail to reasonably cooperate with an investigation by us; or (iii) where we reasonably believe that the continued provision of any of our Services would expose you or us or our respective affiliates or users to a material security risk or a regulatory action.
You agree to release and hold harmless Hyperion and its affiliates from all liabilities and claims that arise in any way from any injury, death, Loss or harm that occurs to yourself or the any other person, due to your usage of the Services.
You expressly agree that in the event of any statute, rule, regulation, or amendment coming into force that would result in Hyperion incurring any form of liability whatsoever, these Terms and any agreement thereof will stand terminated 1 (one) day before the coming into effect of such statute, rule, regulation or amendment.
GRIEVANCE OFFICER AND CUSTOMER SUPPORT
In the event you have any grievances or questions about the Service Platform or the Services or if you wish to make a complaint regarding any violation of the provisions of the Privacy Policy and the way your Personal Data is processed, you may contact our Grievance Officer at the details as set out below, pursuant to which your grievance shall be redressed within 15 (fifteen) days from the date of receipt of grievance/complaint.
Name: [Please insert name]
Email ID: [Please insert email address]
If you have any questions regarding the Services or the Service Platform or in relation to these Terms or the Privacy Policy, or if you want to exercise any of your rights under these Terms, you can contact us at [Please insert email address].
THIRD PARTY WEBSITES
The Services and/or Service Platform may enable you to the links of websites and to access the content and/or services of Third Parties, including users, advertisers, affiliates and sponsors of such Third Parties. We have no control over and are not responsible for any such Third Party websites or content or services and you agree to bear all risks associated with your access to and/or use of any such Third Party websites, content and services.
You are aware that all such Third Party content is the responsibility of the respective authors/owners thereof, and Hyperion does not make any warranties or guarantees with respect to the same. You are further aware that Hyperion does not: (i) guarantee the accuracy, completeness, or usefulness of any Third Party content provided through the Services and/or Service Platform; or (ii) adopt, endorse, or accept responsibility for the accuracy or reliability of any opinion or statement made by any party that appears in the Services and/or Service Platform. You acknowledge and agree that under no circumstances will Hyperion or its affiliates be responsible or liable for any Losses resulting from your reliance on Third Party content.
FORCE MAJEURE
Neither Party shall be liable for any failure or delay on its part in performing its obligations under these Terms, if such failure or delay is due, in whole or in part, to "Force Majeure" conditions. Force Majeure for these Terms shall mean incidents which could not have been reasonably predicted and which have resulted from circumstances beyond the control of the affected Party, and which are limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outage, utilities or other telecommunications failures, earthquakes, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, epidemic, pandemic, acts of terrorism, or war. The Party whose performance is prevented by Force Majeure shall take all reasonable actions within its power to comply as fully as possible herewith and to preserve and protect the respective interests of the other Party hereto. It is clarified that failure to make payments of the fees within the prescribed period for any reason whatsoever or insufficiency of funds shall not constitute a Force Majeure event.
GOVERNING LAW AND JURISDICTION
These Terms of Use will be governed by the laws of India.
The courts of New Delhi shall have exclusive jurisdiction over any disputes between the Parties arising out of or in relation to these Terms of Use.
DISPUTE RESOLUTION
Any complaint or dispute can be raised in writing to us at [Please insert email address].
If any disputes or claims arising under these Terms or the Privacy Policy or out of or in connection with the execution, interpretation, performance, or non-performance of these Terms or the Privacy Policy or in respect of the scope, validity or application of the Terms or the Privacy Policy, or the subject matter hereof ("Dispute"), representatives of the Parties shall cooperate, in good faith, to attempt to amicably resolve the Dispute.
All disputes that cannot be resolved by the Parties by discussion shall be be settled by arbitration in accordance with the Arbitration Rules of the Mumbai Centre for International Arbitration, which rules are deemed to be incorporated by reference in this Clause. The arbitral tribunal shall consist of 3 (three) arbitrators with 1 (one) arbitrator being appointed by the claimant Party, 1 (one) by the respondent Party respectively and the 2 (two) appointed arbitrators appointing the 3rd (third) arbitrator. The seat of the arbitration shall be New Delhi, and the venue of arbitration shall be New Delhi. The language of the arbitration shall be English. The decision of the arbitral tribunal shall be final, binding and incontestable and may be used as a basis for judgment thereon anywhere. Judgment upon any arbitral award rendered hereunder may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. This Clause shall survive the expiration or the termination of this Agreement.
Each Party to the arbitration shall cooperate with each other Party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other Party in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on such Party or any legal privilege applicable to any such information and/or documents. Each Party shall bear its own costs of the arbitration.
MISCELLANEOUS
Amendments
Hyperion may, from time to time, update these Terms. Such updates or alterations to the Terms and/or service policies will be stipulated in the 'Last Modified' date as is listed on the User Agreement and Terms webpages. A User, through the continued use of Hyperion Services, automatically confirms such Users' acceptance of Hyperion's latest and/or updated Terms which may supersede any and all prior terms as may have once been displayed. If any User does not agree with the Terms or wishes to not be bound thereby, then they must immediately stop using the Service Platform and/or accessing our Services.
Waiver
The failure of a Party at any time to insist on performance of any provision of the Terms is not a waiver of that Party's right at a later time to insist on performance of that or any other governing provision of the Terms.
Severability
If any term or provision of the Terms is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions of the Terms shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
Notices
Any notice given under the Terms by either Party to the other must be in writing, by email, or by electronic communication via the Service Platform and will be deemed to have been given on transmission, unless the recipient can satisfactorily establish that the email or electronic communication was not received by the recipient’s email or web server. Notices to Hyperion must be sent by email to[•] or to any other email address notified by email to the Users by Hyperion, or by electronic communication via the Service Platform from time to time for such purpose. Notices to the Users shall be sent to the email address provided when registering for setting up their Hyperion Account or by such other electronic communication via the Service Platform.
Assignment
We may assign any of our rights and/or responsibilities/obligations to any other person without notice to the User, at our sole discretion. However, you shall not assign, sub-license or otherwise transfer any of your rights or obligations under these Terms to any other party, unless we provide our written consent. Any assignment without such consent shall be void and have no effect. Subject to the foregoing, the Terms will be binding upon, and inure to the benefit of, the Parties and their respective permitted successors and assigns.
Rights of Third Parties
No Third Party shall have any right or benefit under the Terms or entitlement to enforce any provision of the Terms.
Relationship of Parties
We and you are independent contractors, and you acknowledge and agree that nothing in the Terms shall cause or constitute the Parties to be partners, agents or fiduciaries of each other. You will have no authority to make or accept any offers or representations on our behalf. The Terms will not create an exclusive relationship between you and Hyperion.
Last Updated:[19th September 2025]