End User License Agreement (EULA)

Last updated October 15, 2024

IMPORTANT, READ CAREFULLY: USE OF AND ACCESS TO THE SOFTWARE AND SERVICES OF HYPR CORP. AND ITS AFFILIATES (“HYPR”) IS CONDITIONED UPON COMPLIANCE WITH AND ACCEPTANCE OF THIS END USER LICENSE AGREEMENT. PLEASE REVIEW THOROUGHLY BEFORE ACCEPTING. BY CLICKING THE “I AGREE” BUTTON/BOX OR DOWNLOADING AND INSTALLING THE SOFTWARE, YOU, THE END USER AGREEE TO BE BOUND BY THIS END USER LICENSE AGREEMENT AND ALL TERMS OF SERVICE, EXHIBITS, ORDER FORMS, AND INCORPORATED ADDENDUMS AND POLICIES (THE “AGREEMENT”). THE SERVICES ARE NOT AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE TERMS.

1. HYPR hereby grants End User a limited, nontransferable and non-exclusive right to download, install and use, during the term of the End User Agreement, one copy of the proprietary HYPR software described in the applicable order form in object code format, including any updates provided to End User pursuant to this End User License Agreement. (“the Software”).
   
   
2. End User may use the Software for End User’s internal business-related purposes only, and only in connection with its relationship with HYPR. End User is prohibited from replicating or distributing the Software, or otherwise using the Software other than for End User’s internal business-related purposes and in connection with its relationship with HYPR.
   
   
3. End User acknowledges the confidential nature of the Software and agrees to be bound by confidentiality provisions substantially similar to those set forth between HYPR and the party to which the End User is employed, contracted or authorized to use the software (“Receiving Party”).
   
   
4. End User acknowledges that it must look solely to Receiving Party in connection with any problems or other matters arising out of or concerning the Software. End User agrees that any claim, dispute or action arising out of this End User License Agreement or otherwise related to the Software shall be brought against Receiving Party only and End User shall not bring any such claim, dispute or action against any third party.
   
   
5. End User l acknowledges that, as between End User and HYPR, all rights, title and interest in and to the Software is owned by HYPR or its licensors. End User further acknowledges that the Software constitutes proprietary information and trade secrets of HYPR or its licensors and that the Software is protected as HYPR’s intellectual property under intellectual property laws throughout the world. End User acknowledges that neither End User’s use of the Software nor any provision of this End User License Agreement shall operate so as to transfer or convey to End User or any third party any right, title or interest in or to the Software or any associated intellectual property rights, except for a limited right of use, revocable in accordance with the terms of this End User License Agreement.
   
   
6. End User shall not, for itself, any affiliate of End User or any third party: use the Software beyond the scope of the license set forth in Section 2, sell, license, assign, or transfer the Software; combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs; decompile, disassemble, or reverse engineer the Software; copy the Software; rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any third party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service; remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Software or documentation, including any copy thereof; use the Software in violation of any law, regulation, or rule; or use the Software or documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to HYPR’s commercial disadvantage.
   
   
7. End User not: (a) alter any aspect of the Software; (b) assign, transfer, distribute, or otherwise provide access to the Software to any third party; or (c) export, re-export or permit any third party to export or re-export the Software outside of End User’s country.
   
   
8. The Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software or related documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.
   
   
9. End User shall comply with all applicable laws, regulations, and ordinances relating to its performance and the exercise of its rights under this End User License Agreement.
   
   
10. THE SOFTWARE IS PROVIDED TO END USER "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, HYPR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, HYPR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
    
    
11. This Agreement will be governed by and interpreted in accordance with the laws of the State of New York, U.S.A., excluding its conflicts of laws principles. Any controversy or claim arising out of or relating to this Agreement or the existence, validity, breach or termination thereof, whether during or after the Term, will be brought in the federal or state courts having jurisdiction over New York County, New York, to whose exclusive jurisdiction the Parties hereby irrevocably submit for such purposes.
    
    
12. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    
    
13. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.