This Agreement (“Agreement”) is between Hyvery, Inc. (“Hyvery,” “we,” “us”) and the person or entity agreeing to it (“Customer,” “you”). If you accept on behalf of an organization, you represent you have authority to bind that organization, which is then the Customer.
Effectiveness. This Agreement is effective on the earliest of: (a) account sign-up; (b) execution of an order form, quote, or online checkout referencing this Agreement (“Order Form”); or (c) use of the Service.
Admin User / Full User / Requester User / Authorized User: Users you authorize as described in the Documentation.
Affiliate: An entity controlling, controlled by, or under common control with a party.
Beta Services: Pre-release features or services identified as beta, pilot, preview, evaluation, or similar.
Customer Data: Data you or your Authorized Users submit to the Service (excluding Service Data).
Documentation: Feature descriptions, help docs, and policies we publish.
Installed Software: Hyvery mobile apps or other software we provide for use with the Service.
Service: Hyvery’s SaaS facility/operations platform and related websites, APIs, and mobile apps.
Service Data: Operational/telemetry data about use of the Service (e.g., logs, performance metrics).
Third-Party Materials: Software, services, data, or content not owned by Hyvery.
Subscription Term: Initial and renewal periods set in the Order Form.
Trials are provided “AS IS,” may be limited, and may be deleted at the end of the trial unless you purchase a paid Subscription. Beta Services are for evaluation only, not for production, provided without support, SLA, warranties, or indemnities, and may change or end at any time.
3.1 Access. During the Subscription Term, Hyvery grants Customer a non-exclusive, non-transferable (except under §14.3), worldwide right for Authorized Users to access and use the Service solely for Customer’s internal business purposes in accordance with this Agreement and the Documentation.
3.2 Installed Software/Docs. Hyvery grants Customer a limited license to use Installed Software and Documentation solely with the Service.
3.3 Changes. We may improve, modify, or discontinue features, and may deploy patches, fixes, or updates without notice. If a change materially degrades the core functionality you purchased, your exclusive remedy is to terminate the affected Service for convenience within 30 days of notice and receive a pro-rated refund for the remaining prepaid Term.
4.1 Subscriptions/Usage Limits. Use is subject to the usage limits, features, and User counts on the Order Form. Admins may add Users mid-term; fees prorate to the Term end. Reductions take effect at renewal.
4.2 Your Responsibilities. You: (a) are responsible for Authorized Users’ actions; (b) will provide accurate Customer Data; (c) will prevent unauthorized access and keep credentials confidential; (d) will comply with law and the Documentation; and (e) will handle your end-user support as the first line of contact.
4.3 Acceptable Use. You will not (and will not allow others to): (i) sublicense, resell, rent, or provide the Service to third parties; (ii) bypass usage limits or security; (iii) introduce Malicious Code; (iv) reverse engineer or create derivative works (to the extent permitted by law, this restriction does not limit open-source license rights in Third-Party Materials); (v) use the Service to violate privacy or IP rights or any law; (vi) overload, probe, or scan the Service; (vii) use the Service for high-risk activities where failure could lead to death, personal injury, or severe environmental damage.
4.4 API Terms. If we provide APIs/SDKs, you must comply with our technical and security requirements, rate limits, and branding rules. We may throttle, revoke, or suspend API access for misuse or security reasons. You may not scrape, bulk-download, or cache content beyond what the API allows.
4.5 Third-Party Materials. The Service may depend on or integrate with Third-Party Materials (e.g., hosting, observability, payments). Hyvery is not responsible for third-party terms, availability, or failures; your use of them is at your option and subject to their terms.
5.1 Privacy Policy. Our Privacy Policy (as updated from time to time) explains how we collect and process personal data. By using the Service, you consent to such processing.
5.2 Security. We implement commercially reasonable administrative, physical, and technical safeguards. You acknowledge no system is perfectly secure and that you remain responsible for your systems and secure configuration of your accounts (e.g., MFA, RBAC).
5.3 Customer Data; Service Data. As between the parties, you own Customer Data. You grant Hyvery and its Affiliates a non-exclusive license to use Customer Data to provide and support the Service (including preventing or addressing service or technical issues), to comply with law, and to operate, maintain, and improve the Service. We may use Service Data and Aggregated/De-identified Data (derived from Customer Data and Service Data) for analytics, security, benchmarking, and product improvement, provided it does not identify you or your users.
5.4 Data Residency. Unless otherwise agreed in writing, processing may occur in the United States (and, where disclosed, limited operations in Canada). If a data processing addendum (“DPA”) is executed, the DPA governs to the extent of conflict.
5.5 Data Export/Deletion. During the Term, Admin Users can export permitted Customer Data via the Service. For 30 days after termination, we will make Customer Data available for export; thereafter we may delete it, except to the extent we must retain it by law or for legitimate business records.
6.1 Fees. You will pay the fees set out in the Order Form(s). Fees are non-cancelable and non-refundable except as expressly stated.
6.2 Invoicing/Payment. Unless stated otherwise, fees are billed in advance and due net 30 days. Late amounts may accrue interest at 1.5% per month (or the maximum lawful rate) plus reasonable collection costs.
6.3 Taxes. Fees are exclusive of taxes; you are responsible for all taxes other than our income taxes.
6.4 Suspension. We may suspend the Service (or portions) immediately if: (a) undisputed amounts are overdue; (b) we detect a security, legal, or integrity risk; (c) you breach §4 or §5; or (d) we are required by law or a third-party provider. We will restore service when the cause is cured.
7.1 Reservation of Rights. Hyvery and its licensors own all rights in the Service, Installed Software, Documentation, and Our Materials. No rights are granted except as expressly set out here.
7.2 Feedback. You grant Hyvery a perpetual, irrevocable, royalty-free license to use any feedback or suggestions you provide.
7.3 Open Source. Open-source components are licensed under their own licenses; to the extent of conflict, those licenses control for those components.
Each party must protect the other’s Confidential Information with at least reasonable care, use it only to perform this Agreement, and disclose it only to personnel and advisors who need to know and are bound by confidentiality obligations. The obligations do not apply to information that is public, already known, independently developed, or rightfully received from a third party. Compelled disclosures are permitted with reasonable prior notice (where lawful).
9.1 Mutual Authority Warranty. Each party has the authority to enter this Agreement.
9.2 Service Warranty (Paid Subscriptions). The Service will perform materially as described in the Documentation. Your exclusive remedy for breach is, at our option, repair, replacement, or a pro-rated refund for the affected period.
9.3 Disclaimers. EXCEPT AS EXPRESSLY STATED, THE SERVICE, INSTALLED SOFTWARE, SUPPORT, IMPLEMENTATION, TRIALS, BETA SERVICES, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS”AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET YOUR REQUIREMENTS, OR THAT ERRORS WILL BE CORRECTED.
10.1 By Hyvery (IP). We will defend and indemnify you from third-party claims alleging that your authorized use of the Service directly infringes a US patent, copyright, or trademark, or misappropriates a trade secret, and pay final damages and costs awarded, provided you promptly notify us, give us sole control of the defense/settlement, and cooperate. We may (at our option) obtain rights, modify the Service, or terminate the affected Service with a pro-rated refund. We have no obligations for claims arising from: (a) use not in accordance with the Documentation; (b) combinations with non-Hyvery items; (c) Customer Data; or (d) where the claim would not have arisen but for your instructions.
10.2 By Customer. You will defend and indemnify Hyvery against third-party claims arising from Customer Data, your use of the Service in violation of law or this Agreement, or any content or services you provide to your end users.
10.3 Exclusive Remedy. This §10 sets out each party’s entire liability and exclusive remedy for the claims it covers.
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY IS LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR COVER DAMAGES, OR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY; AND (b) EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO HYVERY FOR THE SERVICE GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. THESE LIMITATIONS APPLY TO ANY THEORY OF LIABILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
12.1 Term. This Agreement lasts until all Subscription Terms expire or are terminated.
12.2 Renewal. Subscriptions renew automatically for successive periods equal to the expiring Term or one year (whichever is shorter) unless a party gives non-renewal notice at least 30 days before renewal.
12.3 Termination for Cause. Either party may terminate for material breach not cured within 30 days after written notice, or immediately for bankruptcy/insolvency events.
12.4 Effect. Upon termination, you must stop using the Service and pay all amounts due. If you terminate for our uncured material breach, we will refund prepaid fees for the unused portion of the Term.
12.5 Data Return/Deletion. See §5.5. Certain provisions survive termination (§§5.3–5.5, 7–11, 12.5, 13–14).
13.1 Notices. Notices must be in writing and are deemed given on personal delivery; three business days after mailing; two business days after courier; or the first business day after email (except for notices of breach, termination, or indemnifiable claims, which require non-email delivery). Notices to Hyvery: Hyvery, Inc., 4004 Sunburst View Cir., Kissimmee, FL 34746, USA; email: info@hyvery.com.
13.2 Governing Law; Venue. California law (without regard to conflicts of law) governs. Mandatory arbitrationadministered by JAMS in San Francisco, CA, in English, before a single arbitrator; individual claims only (no class actions). Either party may seek injunctive relief for misuse of IP or breach of confidentiality in court with venue in San Francisco, CA. Small-claims actions may be brought in either party’s local small-claims court.
13.3 DMCA. If you believe material on the Service infringes your copyright, send a notice to our DMCA agent at dmca@hyvery.com with the information required by 17 U.S.C. §512(c)(3).
14.1 Export & Sanctions. You will not use or export the Service in violation of US export, sanctions, or anti-boycott laws, and you are not on any denied-party list.
14.2 Force Majeure. Neither party is liable for failures due to events beyond its reasonable control (excluding your payment obligations).
14.3 Assignment. Neither party may assign this Agreement without the other’s consent, except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee is not a direct competitor of the non-assigning party (which may then terminate on notice).
14.4 Publicity. We may use your name and logo to identify you as a customer, subject to your reasonable brand guidelines.
14.5 Entire Agreement; Order of Precedence. This Agreement, the Order Form(s), and the Documentation are the entire agreement. In case of conflict, the Order Form controls, then this Agreement, then the Documentation. Your purchase orders and other terms are rejected.
14.6 Severability; Waiver. Unenforceable terms are modified only as necessary to be enforceable; failure to enforce is not a waiver.
14.7 Updates to Terms. We may update these Terms by posting a revised version; updates apply on the earlier of your next renewal or 30 days after posting. If you do not agree, provide non-renewal notice before the effective date; you may continue under your then-current Terms until the end of your Term.
14.8 U.S. Government Rights. The Service is “commercial computer software” and “commercial computer software documentation” and is licensed to US Government users only as commercial items with the same rights as other end users under 48 C.F.R. §12.212 or §227.7202.